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EXHIBIT 10.13
TIGERA GROUP, INC.
WARRANT AGREEMENT
WARRANT AGREEMENT (the "Agreement"), dated as of December 26,
1995 (the "Grant Date") between TIGERA GROUP, INC., a Delaware corporation (the
"Company"), and ____________________(the "Grantee").
In consideration of the mutual undertakings set forth in this
Agreement, the Company and the Grantee agree as follows:
SECTION 1. Grant of Warrant.
1.1 Subject to the terms of Section 2.1, the Company
hereby grants to the Grantee a warrant (the "Warrant") to purchase 25,000
shares of common stock of the Company, par value $0.01 per share ("Common
Stock"), at a purchase price of $0.71875 per share.
1.2 The Grantee hereby surrenders the option to purchase
25,000 shares of Common Stock granted to him on April 7, 1995 (the "April
Option").
SECTION 2. Exercisability.
2.1 This Warrant shall become and be exercisable in full
on the date that the Grantee delivers to the Company a copy of this Agreement
executed by the Grantee; provided, however, that if such delivery is not made
on or before December 31, 1995, this Warrant shall be immediately cancelled and
this Warrant Agreement shall be of no further force or effect. In any event,
the unexercised portion of the Warrant shall expire and cease to be exercisable
at 5:00 P.M. on November 8, 1996.
2.2 The Warrant may be exercised from time to time as to
all or part of the shares as to which it is then exercisable.
SECTION 3. Method of Exercise.
3.1 The Warrant or any part thereof may be exercised only
by the giving of written notice to the Company, on such form and in such manner
as the Stock Option and Compensation Committee of the Board of Directors of the
Company (the "Committee") shall prescribe. Such notice shall be accompanied by
payment of the full purchase price for the number of shares of Common Stock
with respect to which the Warrant is being exercised. Such payment shall be
made: (a) by certified or official bank check payable to the Company (or the
equivalent thereof acceptable to the Company); (b) by delivery of previously
acquired shares of Common Stock having a Fair Market Value, determined as of
the date of
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exercise, equal to all or a portion of the purchase price and a certified or
official bank check (or the equivalent thereof acceptable to the Company) for
any remaining portion of the purchase price; or (c) at the discretion of the
Committee and to the extent permitted by law, in such other manner, consistent
with the applicable requirements of the Delaware General Corporation Law, as
the Committee may from time to time prescribe. As soon as practicable after
receiving payment of the full option exercise price, the Company shall, subject
to the provisions of Section 4, direct its transfer agent to record the
Grantee, or such other person as may have rightfully exercised the Warrant, as
owner of the shares of Common Stock as to which the Warrant was exercised. A
certificate or certificates for such shares of Common Stock shall be issued
upon request of the Grantee or such other person. If the method of payment
employed upon option exercise so requires, and if applicable law permits, the
Grantee may direct the Company to deliver the certificate(s) to his
stockbroker.
3.2 Any exercise of the Warrant following the Grantee's
death shall be made only by the Grantee's executor or administrator, unless the
Grantee's will specifically disposes of the Warrant, in which case such
exercise shall be made only by the recipient of such specific disposition. Any
person entitled to exercise the Warrant pursuant to this Section 3.2 shall be
bound by all the terms and conditions of this Agreement.
3.3 The date of exercise of the Warrant shall be the date
on which written notice of exercise, accompanied by the payment as provided in
Section 3.1, is hand-delivered to the Company, or if mailed, the date on which
it is postmarked.
3.4 The "Fair Market Value" of a shares of Common Stock
on any day shall be determined as follows:
3.4.1 If the principal market for the Common
Stock (the "Market") is a national securities exchange or the National
Association of Securities Dealers Automated Quotation System ("NASDAQ")
National Market, the last sale price or, if no reported sales take place on the
applicable date, the average of the high bid and low asked price of Common
Stock as reported for such Market on such date or, if no such quotation is made
on such date, on the next preceding day on which there were quotations,
provided that such quotations shall have been made within the ten (10) business
days preceding the applicable date.
3.4.2 If the Market is the NASDAQ National
List, the NASDAQ Supplemental List or another market, the average of the high
bid and low asked price for Common Stock on the applicable date, or, if no such
quotations shall have been made on such date, on the next preceding day on
which there were
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quotations, provided that such quotations shall have been made within the ten
(10) business days preceding the applicable date.
3.4.3 In the event that neither Section
3.4.1 nor Section 3.4.2 shall apply, the Fair Market Value of a share of Common
Stock on any day shall be determined in good faith by the Committee.
SECTION 4. Consents.
4.1 Notwithstanding any other provision of this
Agreement, if the Committee shall at any time determine that any Consent (as
hereinafter defined) is necessary or desirable as a condition of, or in
connection with, the issuance or transfer of shares of Common Stock or the
taking of any other action in connection with this Agreement, then such action
shall not be taken, in whole or in part, unless and until such Consent shall
have been effected or obtained to the full satisfaction of the Committee.
4.2 For purposes of this Section 4, the term "Consent"
means: (a) any and all listings, registrations or qualifications in respect
thereof upon any securities exchange or under any federal, state or local law,
rule or regulation; (b) any and all written agreements and representations by
the Grantee with respect to the disposition of shares of Common stock, or with
respect to any other matters, which the Committee shall deem necessary or
desirable to comply with the terms of any such listing, registration or
qualification or to obtain an exemption from the requirement that any such
listing, qualification or registration be made; and (c) any and all consents,
clearances and approvals by any governmental or other regulatory bodies in
respect of any action taken or to be taken under this Agreement.
SECTION 5. Non-assignability.
No right granted to the Grantee under this Agreement shall be
assignable or transferable (whether by operation of law or otherwise and
whether voluntarily or involuntarily) other than by will or by the laws of
descent and distribution. During the life of the Grantee, all rights granted
to the Grantee under this Agreement shall be exercisable only by the Grantee or
by his guardian or legal representative.
SECTION 6. Adjustments.
If there is any change in the outstanding shares of Common
Stock by reason of a stock dividend or distribution, stock split,
recapitalization, combination or exchange of shares, or by reason of any
merger, consolidation, spinoff or other corporate reorganization in which the
Company is the surviving corporation, the number of shares purchasable under
the Warrant and the
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purchase price per share shall be equitably adjusted by the Committee, whose
determination shall be final, binding and conclusive.
SECTION 7. Notices.
Any notice to be given to the Company hereunder shall be in
writing and addressed to the Secretary of the Company at TIGERA GROUP, INC.,
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address as the Company may hereafter designate to the Grantee by notice as
provided herein. Any notice to be given to the Grantee hereunder shall be
addressed to the Grantee at the address set forth beneath his signature hereto,
or at such other address as the Grantee may hereafter designate to the Company
by notice as provided herein. Notices hereunder shall be deemed to have been
duly given when personally delivered or mailed by registered or certified mail
to the party entitled to receive the same.
SECTION 8. Successors and Assigns.
This Agreement shall be binding upon and inure to the benefit
of the parties hereto and the successors and assigns of the Company and, to the
extent set forth in Section 3, the heirs and personal representatives of the
Grantee.
SECTION 9. Governing Law.
This Agreement shall be interpreted, construed and
administered in accordance with the laws of the State of New York, without
giving effect to principles of conflict of laws.
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IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date and year first above written.
TIGERA GROUP, INC.
By:
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Title:
GRANTEE
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(Grantee)
Grantee's Address:
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