This Warrant Will Be Void After November 3, 2009 WARRANT TO PURCHASE 72,917 SHARES OF COMMON STOCK OF TELANETIX, INC.
Exhibit
4.2
THIS
WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE HEREOF,
HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"),
OR
FILED OR REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION
OR
WITH THE SECURITIES REGULATORY AUTHORITY OF ANY STATE, BUT ARE BEING ISSUED
PURSUANT TO CERTAIN EXEMPTIONS THEREUNDER. THIS WARRANT, AND SUCH SHARES
OF
COMMON STOCK, HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES
SECURITIES AND EXCHANGE COMMISSION OR BY THE SECURITIES REGULATORY AUTHORITY
OF
ANY STATE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THIS
WARRANT, AND SUCH SHARES OF COMMON STOCK, ARE SUBJECT TO RESTRICTIONS ON
TRANSFERABILITY AND RESALE, AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS
PERMITTED UNDER THE ACT, AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT
TO
REGISTRATION THEREUNDER OR EXEMPTION THEREFROM.
This
Warrant Will Be Void After November 3, 2009
WARRANT
TO
PURCHASE 72,917 SHARES OF COMMON STOCK OF
TELANETIX,
INC.
This
is
to certify that for value received, (the “Holder”)
is
entitled to purchase, subject to the provisions of this Warrant, from TELANETIX,
INC., a Delaware corporation (the “Company”),
at
any time and from time to time, but not later than November 3, 2009 (the
“Expiration
Date”),
72,917 shares of the Company's common stock, $0.0001 par value (the
“Common
Stock”)
at a
purchase price of One Dollar and Fifty Cents ($1.50) per share. The shares
of
the Common Stock deliverable upon such exercise are hereinafter sometimes
referred to as “Warrant
Stock,”
and
the exercise price of a share of Common Stock is hereinafter sometimes referred
to as the “Exercise
Price.”
This
Warrant is being issued by the Company pursuant to the terms of the Securities
Purchase Agreement dated November 3, 2006 (the “Securities
Purchase Agreement”)
between the Company and Holder.
1.
Exercise
of Warrant.
At any
time on or before the Expiration Date, this Warrant may be exercised at any
time
in whole or in part; provided, however, in no event may Holder exercise less
than Twenty Thousand (20,000) shares in any single exercise. If the date
on
which the Holder's right to purchase Common Stock expires is a day on which
national banks in San Diego, California, are authorized by law to close,
then
that right shall expire on the next succeeding day that is not such a day.
The
Holder shall exercise all rights to purchase Common Stock by presenting and
surrendering this Warrant to the Company with the attached Purchase Form,
duly
executed, and accompanied by payment (by wire transfer or other good funds)
of
the Exercise Price for the number of shares specified in such form. Upon
receipt
by the Company of this Warrant, in proper form for exercise, and receipt
of
payment of good funds, the Holder shall be deemed to be the holder of record
of
the shares of Common Stock issuable upon such exercise.
2.
Reservation
of Shares.
The
Company hereby agrees that at all times there shall be reserved for issuance
and
delivery upon exercise of this Warrant such number of shares of Common Stock
as
shall be required for issuance or delivery upon exercise of this
Warrant.
3.
Fractional
Shares.
No
fractional shares or script 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, the Company shall pay to the Holder an amount in
cash
equal to such fraction multiplied by the current market value of such fractional
share. If the Common Stock is listed or admitted to unlisted trading privileges,
then the current market value shall mean the closing price of the Common
Stock
on the last business day prior to the exercise if this Warrant. If the Common
Stock is not listed or admitted to unlisted trading privileges, then the
current
market value shall be an amount determined in such reasonable manner as may
be
prescribed by the Company's board of directors.
4.
Transfer,
Assignment or Loss of Warrant.
(a)
This
Warrant and the Warrant Stock, have not been filed or registered with the
United
States Securities and Exchange Commission or with the securities regulatory
authority of any state. This Warrant and the Warrant Stock are subject to
restrictions imposed by federal and state securities laws and regulations
on
transferability and resale, and may not be transferred assigned or resold
except
as permitted under the Securities Act of 1933, as amended (the “Act”),
and
the applicable state securities laws, pursuant to registration thereunder
or
exemption therefrom. Upon receipt by the Company of evidence satisfactory
to it
that this Warrant has been legally and validly transferred or assigned, the
Company will, at the request of the Holder, upon presentation and surrender
hereof to the Company or at the office of its stock transfer agent, if any,
exchange this Warrant for a replacement Warrant registered in such name or
names
as the Holder shall designate. If, at the time of such transfer or assignment,
this Warrant and the Common Stock issuable upon the exercise hereof have
not
been registered under the Act, then each such transferee and assignee shall
furnish the Company with investment representations and warranties satisfactory
to the Company, but in any event as comprehensive as the representations
and
warranties provided by Holder in the Securities Purchase Agreement. The term
“Warrant,” as used herein, includes any Warrants issued in substitution for or
replacement of this Warrant.
(b)
Upon
receipt by the 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 in the case of mutilation, the Company will
execute
and deliver a new Warrant of like tenor and date. Any such new Warrant executed
and delivered shall constitute an additional contractual obligation on the
part
of the Company, whether or not this Warrant so lost, stolen, destroyed or
mutilated shall be at any time enforceable by anyone.
(c)
The
Company may cause any legend required under the Act and applicable state
securities laws, or advisable in the opinion of its legal counsel, to be
set
forth on each Warrant, on each certificate representing Warrant Stock, and
on
any other security issued or issuable upon exercise of this Warrant not
previously distributed to the public or sold to underwriters for distribution
to
the public.
5.
Rights
of the Holder.
The
Holder shall not, by virtue hereof, be entitled to any rights of a shareholder
in the Company, either at law or equity, and the rights of the Holder as
the
holder of this Warrant are limited to those expressed in this
Warrant.
6.
Anti-Dilution
Provisions.
If the
Company shall at any time subdivide the outstanding shares of Common Stock,
or
shall issue a stock dividend on the outstanding Common Stock, then the Exercise
Price in effect immediately prior to that subdivision or the issuance of
that
dividend shall be proportionately decreased, and if the Company shall at
any
time combine the outstanding shares of Common Stock, then the Exercise Price
in
effect immediately prior to that combination
shall
be
proportionately increased, effective at the close of business on the date
of the
subdivision, dividend or combination, as the case may be.
7.
Termination
of Warrant.
Unless
previously exercised in full, this Warrant will expire on the Expiration
Date.
8.
Reclassification,
Reorganization or Merger.
If any
recapitalization, reclassification or reorganization of the share capital
of the
Company, or any consolidation or merger of the Company with another corporation,
or the sale of all or substantially all of its shares and/or assets or other
transaction (including, without limitation, a sale of substantially all of
its
assets followed by a liquidation) shall be effected in such a way that holders
of Common Stock shall be entitled to receive shares, securities or other
assets
or property (a “Change”),
then,
as a condition of such Change, adequate provisions shall be made by the Company
whereby the Holder hereof shall thereafter have the right to purchase and
receive (in lieu of the Common Stock of the Company immediately theretofore
purchasable and receivable upon the exercise of the rights represented hereby)
such shares, securities or other assets or property as may be issued or payable
with respect to or in exchange for the number of outstanding Common Stock
which
such Holder would have been entitled to receive had such Holder exercised
this
Warrant immediately prior to the consummation of such Change. The Company
or its
successor shall promptly issue to Holder a new Warrant for such new securities
or other property. The new Warrant shall provide for adjustments which shall
be
as nearly equivalent as may be practicable to give effect to the adjustments
provided for in this Section 8 including, without limitation, adjustments
to the
Warrant Price and to the number of securities or property issuable upon exercise
of the new Warrant. The provisions of this Section 8 shall similarly apply
to
successive Changes.
9. Holder
Representations.
The
Company is issuing this Warrant to Holder, and any and all Warrant Stock
to
Holder, in reliance upon the representations made by Holder, effective as
of the
date of this Warrant, and the date of each exercise of this Warrant, set
forth
in Paragraph 3 of the Securities Purchase Agreement and accompanying Investor
Questionnaire.
10. Miscellaneous.
The
provisions of Paragraph 6 (a), (b) and (c) of the Securities Purchase Agreement
are incorporated herein by reference, with the word “Warrant” substituted for
“Agreement”.
This
Warrant is dated and effective as of November 3, 2006.
TELANETIX,
INC.
By:
___________________________________
Xxxxxx
X.
Xxxxx, Chief Executive Officer
ACKNOWLEDGED
AND AGREED:
HOLDER:
____________________________________
PURCHASE
FORM
Date:
____________________
TO:
TELANETIX, INC.:
The
undersigned hereby confirms its representations sect forth in Paragraph 11
of
the Warrant and irrevocably elects to exercise the Warrant to the extent
of
purchasing _________________________ (____________) shares of Common Stock,
and
hereby makes payment of _______________ Dollars and _________________ Cents
($__________) in payment of the Exercise Price thereof.
INSTRUCTIONS
FOR ISSUANCE OF STOCK
Name:
___________________________________________________________
Address:
_________________________________________________________
City,
State, Zip: ___________________________________________________
|
Signature:
____________________________
Name
_______________________
Date:
_______________________
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