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EXHIBIT X
WARRANT AGREEMENT
WARRANT AGREEMENT, dated as of December 7, 1995 (the
"Agreement"), by and among PHOENIX INFORMATION SYSTEMS CORP., a Delaware
corporation (the "Company"), S-C PHOENIX HOLDINGS, L.L.C., a limited liability
company organized under the laws of Delaware ("S-C") and QUANTUM INDUSTRIAL
PARTNERS LDC, a limited duration company organized under the laws of the Cayman
Islands ("Quantum," each of S-C and Quantum, together with the successors and
permitted assigns of each, a "Holder").
WHEREAS, the Company proposes to issue and deliver its warrant
certificates ("Warrant Certificates") evidencing 2,000,000 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 Options Agreement, dated December 7, 1995, by and among the Company,
S-C and Quantum (the "Options Agreement").
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 each Holder, the Company
and each Holder agree as follows:
1. Certain Definitions. The following terms, as used in
this Agreement, have the following meanings:
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(a) "Affiliate" means, with respect to S-C and Quantum,
(A)(a) any Person controlling, controlled by or under common control with S-C
or Quantum and (b) if (1) controlling S-C or Quantum, such Person has a forty
percent (40%) or more voting and beneficial ownership interest in S-C or
Quantum, (2) controlled by S-C or Quantum has a forty percent (40%) or more
voting and beneficial ownership interest in such Person and (3) under common
control with S-C or Quantum, the Person(s) having such common control have
forty percent (40%) or more voting and beneficial ownership interest in S-C or
Quantum and such Person, and (B) any Person for which Xxxxxx Xxxxx d/b/a Xxxxx
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.
(b) "Business Day" means any day other than a Saturday,
Sunday or day on which banks in New York City are closed for general business.
(c) "Common Stock" has the meaning set forth in the
preamble.
(d) "Exercise Period" means the period beginning on the
second anniversary of the Acquisition Date and ending at
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5 p.m. New York City time on the fifth anniversary of the Acquisition Date.
(e) "Exercise Price" means an amount per share equal to
eighty-five percent (85%) of the Market Price (as defined hereafter). 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 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 the period of
10 consecutive Business Days immediately prior to through 20 Business Days
immediately following the Acquisition (as defined in the Options Agreement);
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
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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 each Holder.
(f) "Expiration Date" for the Warrants means the last day
of the Exercise Period.
(g) "Holder" has the meaning set forth in the preamble.
(h) "Investor Representative" shall be [S-C Phoenix
Holdings, L.L.C., a Delaware limited liability company, 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)].
(i) "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.
(j) "Underlying Common Stock" means the shares of Common
Stock purchasable by each Holder upon the exercise of the Warrants.
(k) "Warrants" has the meaning set forth in the preamble.
(l) "Warrant Certificates" means the certificates
evidencing the Warrants.
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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 2,000,000 Warrants may be executed by any authorized
officer of the Company. Warrant Certificates evidencing all 2,000,000 Warrants
shall be delivered in the names of the Holders to the Investor Representative
at the closing of the Acquisition (as defined in the Options Agreement).
3. Exercise Price; Exercise of Warrants.
(a) 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.
(b) Exercise of Warrants Generally.
(1) Exercise During Exercise Period.
The aggregate number of Warrants that may be exercised at any time during the
Exercise Period shall be 2,000,000. All Warrants not exercised during the
Exercise Period shall expire at 5 p.m. New York City time on the Expiration
Date.
(2) Liquidation Event. If the Company
is liquidated in accordance with the provisions of its Certificate
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of Incorporation, then the Warrants shall be deemed to have been exercised.
(3) Method of Exercise; Payment of
Exercise Price. In order to exercise any or all of the Warrants represented by
a Warrant Certificate, the Holder thereof 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 such 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 a 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 such
Warrants shall be returned to such 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 foregoing provisions, the Company shall
promptly issue to the Holder of such Warrant Certificate share certificates
representing the Underlying Common Stock to which such Holder is entitled,
registered in the name of such Holder or the name or names of such Affiliates
of such Holder as may be directed in writing by such 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 such
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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,
each 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 such Holder is entitled with
shares of Common Stock (valued at the Market Price).
4. Adjustments. The Exercise Price shall be subject to
adjustment as follows:
(a) 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,
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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.
(b) 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.
(c) 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 each Holder
thereafter, to the end that the provisions set forth herein (including
provisions with respect to adjustments in the Exercise Price) shall thereafter
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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 a Holder, the resulting or surviving entity in any such
consolidation or merger, if other than the Company, shall acknowledge in
writing such Holder's rights hereunder.
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 of such Warrant Certificate, 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
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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.
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 a Holders. 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
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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 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. Upon exercise of any Warrant, the Holder thereof shall deliver
to the Company a Certificate of Representation as set forth in the Options
Agreement.
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 a 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
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Certificates that the Holder thereof 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 form satisfactory to the
Company duly executed by the Holder thereof. 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, neither Holder, as a Holder of Warrant Certificates, shall 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.
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9. Termination. Notwithstanding anything in this
Agreement to the contrary, if a Holder materially breaches its obligations
under the Options Agreement with respect to the Call Option (as such term is
defined in the Option Agreement), this Agreement shall terminate upon such
breach with respect to the breaching Holder. In the event of termination as
provided herein, this Agreement, including all unexercised Warrants issued to
such breaching Holder, shall become void with respect to such Holder. Nothing
in this Section 9 shall be construed to limit any right or remedy of the
Company in the event of such breach.
10. 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:
(a) If to the Company, to it at:
Phoenix Information Systems Corp.
000 Xxxxxx Xxxxxx Xxxxx, Xxxxx 000
Xx. Xxxxxxxxxx, Xxxxxxx 00000
Attention: Xxxxxx X. Xxxxxx, Chairman
Facsimile: 000-000-0000
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(b) If to the Holder, to the Investor
Representative at:
_________________________________
c/o The Chatterjee Group
000 Xxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xx. Xxxxx Xxxx
Facsimile: 000-000-0000
With a copy to: Xxxxx X. Xxxxxxx, Esq.
[With a Copy to:
Xxxxx Fund Management
000 Xxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxx X. Xxxxxx, Esq.
Facsimile: 000-000-00000]
11. 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 each
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 brought in such a court and any claim that any such proceeding
brought in such a court has been brought in an inconvenient forum.
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12. 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. Neither Holder may 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.
13. 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.
14. 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.
15. 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 each Holder.
Any amendment or waiver effected in accordance with this paragraph shall be
binding upon each Holder, each future holder of the Warrants and the Company.
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16. 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.
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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________________________________
Name:
Title:
S-C PHOENIX HOLDINGS, L.L.C.
By________________________________
Name:
Title:
QUANTUM INDUSTRIAL PARTNERS LDC
By________________________________
Name:
Title:
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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.___ 2,000,000 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 000 Xxxxxx Xxxxxx Xxxxx, Xxxxx 0000, Xx. Xxxxxxxxxx, Xxxxxxx 00000
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 as to which
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the Warrant(s) represented by this Warrant Certificate are exercised, all
subject to the terms and conditions hereof and of the Warrant Agreement
referred to below. The Warrants will expire at 5:00 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 November __, 1995 (the "Warrant
Agreement"), among the Company and S-C Phoenix Holdings, L.L.C. and Quantum
Industrial Partners LDC, and 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:
000 Xxxxxx Xxxxxx Xxxxx
Xxxxx 0000
Xx. Xxxxxxxxxx, Xxxxxxx 00000
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.
Dated:___________, 19__
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PHOENIX INFORMATION SYSTEMS CORP.
By___________________________
Name:
Title:
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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.), all at the Exercise Price (as defined in the Warrant Agreement)
and on the terms and conditions specified in this Warrant Certificate and the
Warrant Agreement herein referred to. The undersigned has delivered to the
Company the Certificate of Representations as set forth in the Warrant
Agreement. 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
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upon the exercise of said Warrants be registered or placed in the name and at
the address specified below and delivered thereto.
Date:_________, 19__.
____________________________1/
Signature of Owner
______________________________
(Xxxxxx Xxxxxxx)
______________________________
(City) (State) (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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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:
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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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