EXHIBIT 10.36
NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT
HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE
STATE SECURITIES LAWS. THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF
THIS WARRANT HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO
DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR
OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH
SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE
SECURITIES LAWS, OR THE AVAILAILITY OF AN EXEMPTION FROM THE REGISTRATION
PROVISIONS OF THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS.
No. A-1 Date: December 27, 2002
VIEWLOCITY, INC.
SERIES A CONVERTIBLE PREFERRED STOCK PURCHASE WARRANT
Viewlocity, Inc., a Georgia corporation (the "Company"), hereby certifies that,
for value received, Silicon Valley Bank (the "Holder"), or its successors or
registered assigns, is entitled, subject to the terms set forth below, to
purchase from the Company at any time or from time to time on or before the
Expiration Date (as hereinafter defined), up to 80,000 shares (the "Warrant
Shares") of Series A Convertible Preferred Stock, par value $.01 per share, of
the Company (the "Series A Preferred Stock") at an exercise price of $2.50 per
share (the "Exercise Price"). The number of Warrant Shares and the Exercise
Price shall be subject to adjustment as set forth herein.
Notwithstanding anything contained herein to the contrary, if the Series A
Preferred Stock is automatically converted into Common Stock of the Company, par
value $.01 per share ("Common Stock"), pursuant to the Certificate of
Designation (as hereinafter defined) as now in effect or as hereafter amended,
then this Warrant shall be exercisable for such number of shares of Common Stock
deliverable upon the conversion of the Series A Preferred Stock issuable upon
exercise of this Warrant immediately prior to such automatic conversion, at an
exercise price per share of Common Stock equal to the Exercise Price immediately
prior to such conversion divided by the total number of shares of Common Stock
then issuable upon conversion of a single share of Series A Preferred Stock and
thereafter all references in this Warrant to "Series A Preferred Stock" shall
mean such shares of Common Stock.
1. DEFINITIONS. As used herein the following terms, unless the context
otherwise requires, have the following respective meanings:
(a) The term "Company" shall mean Viewlocity, Inc., a Georgia
corporation (f/k/a SynQuest, Inc.), and any corporation that shall succeed to or
assume the obligations of Viewlocity, Inc. hereunder.
(c) The term "Certificate of Designation" shall mean the Designation
of Preferences, Limitations, and Relative Rights of Series A Convertible
Preferred Stock of SynQuest, Inc., as set forth in Article V of the Articles of
Amendment of the Third Amended and Restated Articles of Incorporation of
SynQuest, Inc., as filed with the Secretary of State of the State of Georgia on
November 15, 2002.
(c) The term "Expiration Date" refers to December 26, 2007.
(d) The term "Fair Market Value" shall mean (i) if the Company's
common stock is traded in a public market and the shares are common stock, the
fair market value of each Share shall be the closing price of a Share reported
for the business day immediately before Holder delivers to the Company the
subscription form required by Section 2(a) hereof; (ii) if the Company's common
stock is traded in a public market and the Shares are preferred stock, the fair
market value of a Share shall be the closing price of a share of the Company's
common stock reported for the business day immediately before Holder delivers to
the Company the subscription form required by Section 2(a) hereof, in both
cases, multiplied by the number of shares of the Company's common stock into
which a Share is convertible or (iii) if the Company's common stock is not
traded in a public market, the Board of Directors of the Company shall determine
fair market value in its reasonable good faith judgment.
(e) The term "Common Stock" shall mean the Company's Common Stock,
$.01 par value per share.
2. EXERCISE OF WARRANT.
(a) METHOD OF EXERCISE. This Warrant may be exercised in full or in part
at any time or from time to time until the Expiration Date by the Holder by
surrender of this Warrant and the subscription form annexed hereto (duly
completed and executed) by the Holder, to the Company at its principal office,
accompanied by payment, in cash or by certified or official bank check payable
to the order of the Company in the amount obtained by multiplying (a) the number
of shares of Series A Preferred Stock to be purchased as designated by the
Holder in the subscription form by (b) the Exercise Price then in effect (or in
accordance with the provisions of Section 2(b) below). On any partial exercise,
the Company at its expense will forthwith issue and deliver to, or upon the
order of the Holder a new Warrant or Warrants of like tenor, in the name of the
Holder or as such Holder (upon payment by such holder of any applicable transfer
taxes and subject to applicable securities laws and subject to compliance with
the terms hereof) may request, providing in the aggregate on the face or faces
thereof for the number of shares of Series A Preferred Stock for which such
Warrant or Warrants may still be exercised. In the event that, upon the
Expiration Date, the fair market value of one Warrant Share (or other security
issuable upon the exercise hereof) is greater than the Exercise Price in effect
on such date, then this Warrant shall automatically be deemed on and as of such
date to be converted pursuant to Section 2 as to all Warrant Shares (or such
other securities) for which it shall not previously have been exercised or
converted, and the Company shall promptly deliver a certificate representing the
Warrant Shares (or such other securities) issued upon such conversion to the
Holder.
(b) NET ISSUE ELECTION. The Holder may elect to receive, without the
payment by the Holder of any additional consideration, shares equal to the value
of this Warrant or any portion hereof by the surrender of this Warrant or such
portion to the Company, with the net issue election notice annexed hereto duly
executed, at the office of the Company. Thereupon, the Company shall issue to
the Holder such number of fully paid and nonassessable shares of Series A
Preferred Stock as is computed using the following formula:
X = Y X (A-B)
---------
A
-2-
where: X = the number of shares of Series A Preferred Stock to be issued to the
Holder pursuant to this Section 2(b).
Y = the number of shares of Series A Preferred Stock covered by this
Warrant in respect of which the net issue election is made pursuant to
this Section 2(b).
A = the Fair Market Value (as hereinafter defined) of one share of Series
A Preferred Stock at the time the net issue election is made pursuant
to this Section 2(b).
B = the Exercise Price in effect under this Warrant at the time the net
issue election is made pursuant to this Section 2(b).
The Board shall promptly respond in writing to an inquiry by the Holder as to
the Fair Market Value of one share of Series A Preferred Stock.
(c) INCREASE IN NUMBER OF SHARES. As of the Issue Date, Holder may
exercise or convert this Warrant for up to 50,000 Warrant Shares. Unless the
Company achieves two (2) consecutive fiscal quarters of positive EBITDA (as
defined in the Loan and Security Agreement between the Company and Holder of
even date herewith) before December 31, 2003, Holder may exercise or convert
this Warrant for up to an additional 30,000 of the Shares at any time from and
after December 31, 2003.
3. ADJUSTMENTS TO EXERCISE PRICE AND NUMBER OF WARRANT SHARES. The
Exercise Price and the number of Warrant Shares shall be subject to adjustment
as follows:
(a) STOCK DIVIDENDS. If the Company at any time while this Warrant
is outstanding and unexpired shall declare a dividend or make any other
distribution upon the Series A Preferred Stock payable in shares of Series A
Preferred Stock, then the Exercise Price shall be reduced to that price
determined by multiplying the Exercise Price in effect immediately prior to the
time of such dividend or distribution by a fraction (y) the numerator of which
shall be the number of shares of Series A Preferred Stock outstanding
immediately prior to such dividend or distribution, and (z) the denominator of
which shall be the number of shares of Series A Preferred Stock outstanding
immediately after such dividend or distribution. The number of Warrant Shares
shall be increased to a number determined by multiplying the number of Warrant
Shares immediately prior to the time of such dividend or distribution by a
fraction (y) the numerator of which shall be the number of shares of Series A
Preferred Stock outstanding immediately after such dividend or distribution, and
(z) the denominator of which shall be the number of shares of Series A Preferred
Stock outstanding immediately prior to such dividend or distribution.
(b) SUBDIVISION OR COMBINATION OF SHARES. If the Company at any time
while this Warrant is outstanding and unexpired shall subdivide or combine its
outstanding shares of Series A Preferred Stock into a greater number of shares,
the Exercise Price shall be proportionately reduced and the number of Warrants
shares proportionately increased, and, conversely, if the Company shall
subdivide or combine its outstanding shares of Series A Preferred Stock into a
lesser number of shares, the Exercise Price shall be proportionately increased
and the number of Warrant Shares proportionately decreased.
-3-
(c) REORGANIZATIONS, ETC. In case of any capital reorganization, any
reclassification of the stock of the Company (other than a change in par value
or from par value to no par value or from no par value to par value or as a
result of a stock dividend or subdivision, split-up or combination of shares),
or the consolidation or merger of the Company with or into another corporation
(other than a consolidation or merger in which the Company is the continuing
corporation and which does not result in any change in the Series A Preferred
Stock) or of the sale of all or substantially all the properties and assets of
the Company as an entirety to any other corporation or other person or entity,
this Warrant shall, after such reorganization, reclassification, consolidation,
merger or sale, be exercisable for the kind and number of shares of stock or
other securities or property (including cash) of the Company or of the
corporation resulting from such consolidation or surviving such merger or to
which such properties and assets shall have been sold or of such other person to
which the Holder would have been entitled if the Holder had held the shares of
Series A Preferred Stock issuable upon the exercise hereof immediately prior to
such reorganization, reclassification, consolidation, merger or sale.
(d) ASSUMPTION ON SALE, MERGER, OR CONSOLIDATION OF THE COMPANY.
Upon the closing of any Acquisition, the successor entity shall assume the
obligations of this Warrant, and this Warrant shall be exercisable for the same
securities, cash, and property as would be payable for the Warrant Shares
issuable upon exercise of the unexercised portion of this Warrant as if such
Warrant Shares were outstanding on the record date for the Acquisition and
subsequent closing. The Exercise Price and/or number of Warrant Shares shall be
adjusted accordingly. FOR THE PURPOSE OF THIS WARRANT, "Acquisition" means any
sale, license, or other disposition of all or substantially all of the assets of
the Company (other than a sale of the Company's integration business), or any
reorganization, consolidation, or merger of the Company where the holders of the
Company's securities before the transaction beneficially own less than 50% of
the outstanding voting securities of the surviving entity after the transaction.
(e) NO IMPAIRMENT. The Company shall not, by amendment of its
Articles of Incorporation or through a reorganization, transfer of assets,
consolidation, merger, dissolution, issue, or sale of securities or any other
voluntary action, avoid or seek to avoid the observance or performance of any of
the terms to be observed or performed under this Warrant by the Company, but
shall at all times in good faith assist in carrying out of all the provisions of
this Article 2 and in taking all such action as may be necessary or appropriate
to protect Holder's rights under this Article against impairment.
(f) NOTICE OF ADJUSTMENT. Upon any adjustment pursuant to this
Section 3, the Company shall cause to be given to the Holder written notice of
such adjustment.
4. DELIVERY OF STOCK CERTIFICATES, ETC., ON EXERCISE. As soon as
practicable after the exercise of this Warrant, and in any event within 10 days
thereafter, the Company at its expense (including the payment by it of any
applicable issue or stamp taxes) will cause to be issued in the name of and
delivered to the Holder, or as the Holder (upon payment by the Holder of any
applicable transfer taxes and subject to applicable securities laws) may direct,
a certificate or certificates for the number of fully paid and nonassessable
shares of Series A Preferred Stock to which the Holder shall be entitled on such
exercise, in such denominations as may be requested by the Holder, plus, in lieu
of any fractional share to which the Holder would otherwise be entitled, cash
equal to such fraction multiplied by the Fair Market Value of one full share of
Series A Preferred Stock, together with any other stock or other securities and
property (including cash, where applicable) to which such holder is entitled
upon such exercise pursuant to Section 2 or otherwise.
-4-
5. COVENANTS AS TO SERIES A PREFERRED STOCK AND COMMON STOCK. The Company
covenants and agrees that all shares of Series A Preferred Stock which may be
issued upon the exercise of this Warrant, and all shares of Common Stock which
may be issued upon the conversion of the shares of Series A Preferred Stock,
will, upon issuance, be validly issued, fully paid and non-assessable and free
from all taxes, liens and charges with respect to the issue thereof. Without
limiting the generality of the foregoing, the Company covenants that it will
from time to time take all such actions as may be requisite to assure that the
stated or par value per share of Series A Preferred Stock is at all times equal
to or less than the then effective Exercise Price per share of Series A
Preferred Stock issuable upon exercise of this Warrant. The Company further
covenants and agrees that, upon the authorization, creation and issuance of
shares of Series A Preferred Stock, the Company will at all times have
authorized and reserved, free from preemptive rights, a sufficient number of
shares of Series A Preferred Stock to provide for the exercise of this Warrant
and shares of Common Stock to provide for the conversion of the shares of Series
A Preferred Stock. If and so long as the Series A Preferred Stock issuable upon
the exercise of this Warrant or the Common Stock issuable upon conversion of the
shares of Series A Preferred Stock is listed on any national securities
exchange, the Company will, if permitted by the rules of such exchange, list and
keep listed on such exchange, upon official notice of issuance, all such shares
of capital stock that are so listed. The Company represents and warrants to the
Holder that (i) the initial Exercise Price is not greater than the price per
share at which the Warrant Shares were last issued in an arms length transaction
in which at least $500,000 of the Warrant Shares were sold and the fair market
value of the Warrant Shares as of the date of this Warrant and (ii) the
capitalization table supplied by the Company on December 26, 2002 to Silicon
Valley Bank remains true and complete as of the Issue Date.
6. HOLDER'S INVESTMENT REPRESENTATIONS.
(a) PURCHASE FOR OWN ACCOUNT. Except for transfers to Holder's
affiliates, this Warrant and the securities to be acquired upon exercise of this
Warrant by the Holder will be acquired for investment for the Holder's account,
not as a nominee or agent, and not with a view to the public resale or
distribution within the meaning of the 1933 Act, and the Holder has no present
intention of selling, granting any participation in, or otherwise distributing
the same. If not an individual, the Holder also represents that the Holder has
not been formed for the specific purpose of acquiring this Warrant or the
Warrant Shares.
(b) DISCLOSURE OF INFORMATION. The Holder has received or has had
full access to all the information it considers necessary or appropriate to make
an informed investment decision with respect to the acquisition of this Warrant
and its underlying securities. The Holder further has had an opportunity to ask
questions and receive answers from the Company regarding the terms and
conditions of the offering of this Warrant and its underlying securities and to
obtain additional information (to the extent the Company possessed such
information or could acquire it without unreasonable effort or expense)
necessary to verify any information furnished to the Holder or to which the
Holder has access.
(c) INVESTMENT EXPERIENCE. The Holder understands that the purchase
of this Warrant and its underlying securities involves substantial risk. The
Holder: (i) has experience as an investor in securities of companies in the
development stage and acknowledges that the Holder is able to fend for itself,
can bear the economic risk of such Holder's investment in this Warrant and its
underlying securities and has such knowledge and experience in financial or
business matters that the Holder is capable of evaluating the merits and risks
of its investment in this Warrant and its underlying securities and/or (ii) has
a preexisting personal or business
-5-
relationship with the Company and certain of its officers, directors or
controlling persons of a nature and duration that enables the Holder to be aware
of the character, business acumen and financial circumstances of such persons.
(d) Accredited Investor Status. The Holder is an "accredited
investor" within the meaning - of Regulation D promulgated under the 1933 Act.
7. REGISTRATION UNDER SECURITIES ACT OF 1933, AS AMENDED. The Company
agrees that the Warrant Shares or, if the Warrant Shares are convertible into
common stock of the Company, such common stock, shall be subject to the
piggyback and Form S-3 registration rights set forth in the Company's
Registration Rights Agreement. The provisions set forth in Company's
Registration Rights Agreement relating to the above in effect as of the Issue
Date may not be amended, modified or waived without the prior written consent of
Holder unless such amendment, modification or waiver affects Holder in the same
manner as such amendment, modification all other shareholders of the same series
of Warrant Shares granted to the Holder.
8. NO STOCKHOLDER RIGHTS. This Warrant shall not entitle to the holder
hereof to any voting rights or other rights as a stockholder of the Company.
9. RESTRICTIONS ON TRANSFER RIGHTS.
(a) The holder of this Warrant by acceptance hereof acknowledges and
agrees that this Warrant and the shares of Series A Preferred Stock may not be
sold, transferred or assigned in whole or part without compliance with
applicable federal and state securities laws by the transferor and the
transferee (including without limitation the delivery of legal opinions
reasonably satisfactory to the Company). Provided that the sale, transfer or
assignment otherwise complies with the terms of the preceding sentence, the
Company shall not require Holder to provide an opinion of counsel if the
transfer is to Silicon Valley Bancshares (Holder's parent company) or any other
affiliate of Holder or if there is no material question as to the availability
of current information as referenced in Rule 144(c), Holder represents that it
has complied with Rule 144(d) and (e) in reasonable detail, the selling broker
represents that it has complied with Rule 144(f), and the Company is provided
with a copy of Holder's notice of proposed sale.
(b) Each certificate representing the shares of Series A Preferred
Stock shall bear a legend substantially in the following form:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY
APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED
FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY
NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED
WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE
SECURITIES LAWS, OR THE AVAILABILITY OF AN EXEMPTION FROM THE
REGISTRATION PROVISIONS OF THE SECURITIES ACT OF 1933, AS AMENDED, AND
APPLICABLE STATE SECURITIES LAWS."
-6-
10. TRANSFER OF WARRANT. Subject to Section 9 herein and applicable
securities laws, this Warrant and all rights hereunder are transferable, in
whole or in part, at the agency or office of the Company designated by the
Company, by the Holder hereof in person or by duly authorized attorney, upon
surrender of this Warrant properly endorsed. Subject to Section 9 herein and
applicable securities laws, each taker and Holder of this Warrant, by taking or
holding the same, consents and agrees that this Warrant, when endorsed, in
blank, shall be deemed negotiable, and, when so endorsed the Holder hereof may
be treated by the Company and all other persons dealing with this Warrant as the
absolute owner hereof for any purposes and as the person entitled to exercise
the rights represented by this Warrant, or to the transfer hereof on the books
of the Company, any notice to the contrary notwithstanding; but until each
transfer on such books, the Company may treat the registered Holder hereof as
the owner hereof for all purposes. Subject to the provisions of Section 9
herein, and upon providing Company with written notice, Holder or Silicon Valley
Bancshares (if applicable) may transfer all or part of this Warrant or the
Shares issuable upon exercise of this Warrant (or the securities issuable,
directly or indirectly, upon conversion of the Shares, if any) to The Silicon
Valley Bank Foundation, or to any affiliate of Holder, by providing to the
Company notice of the portion of the Warrant being transferred with the name,
address and taxpayer identification number of the transferee and surrendering
this Warrant to the Company for reissuance to the transferee(s) (and Holder if
applicable).
11. EXCHANGE OF WARRANT. This Warrant is exchangeable upon the surrender
hereof by the Holder at the office or agency of the Company designated by the
Company, for new Warrants of like tenor representing in the aggregate the rights
to subscribe for and purchase the number of Warrant Shares which may be
subscribed for and purchased hereunder, each of such new Warrants to represent
the right to subscribe for and purchase such number of Warrant Shares as shall
be designated by said Holder at the time of such surrender.
12. LOST, STOLEN, MUTILATED OR DESTROYED WARRANT. If this Warrant is lost,
stolen, mutilated or destroyed, the Company may, on such terms as to indemnity
or otherwise as it may in its discretion impose (which shall, in the case of a
mutilated Warrant, include the surrender thereof), issue a new Warrant of like
denomination and tenor as the Warrant so lost, stolen, mutilated or destroyed.
Any such new Warrant shall constitute a contractual obligation of the Company,
whether or not the allegedly lost, stolen, mutilated or destroyed Warrant shall
be at any time enforceable by anyone.
13. NOTICES. All notices and other communications provided for or
permitted hereunder shall be made by hand-delivery, first class mail,
telecopier, or overnight air courier guaranteeing next day delivery, (i) if from
the Company to the Holder, to the address furnished to the Company in writing by
the Holder (which initially shall be the address of the Holder set forth in the
Series F Purchase Agreement), and (ii) if from the Holder to the Company, to the
address of its principal office. All such notices and communications shall be
deemed to have been duly given: (i) at the time delivered by hand, if personally
delivered; (ii) five business days after being deposited in mail, postage
prepaid, if mailed; (iii) when answered back if telexed; (iv) when receipt is
acknowledged, if telecopied; and (v) the next business day after timely delivery
to the courier, if sent by overnight air courier guaranteeing next day delivery.
The parties may change the addresses to which notices are to be given by giving
five days' prior notice of such change in accordance herewith.
14. NOTICE OF CERTAIN EVENTS. If the Company proposes at any time (a) to
declare any dividend or distribution upon its common stock, whether in cash,
property, stock, or other
-7-
securities and whether or not a regular cash dividend; (b) the offer for sale of
additional shares of any class or series of the Company's stock other than stock
options; (c) to effect any reclassification or recapitalization of common stock;
(d) to merge or consolidate with or into any other corporation, or sell, lease,
license, or convey all or substantially all of its assets, or to liquidate,
dissolve or wind up; or (e) offer holders of registration rights the opportunity
to participate in an underwritten public offering of the company's securities
for cash, then, in connection with each such event, the Company shall give
Holder (1) at least 10 days prior written notice of the date on which a record
will be taken for such dividend, distribution, or subscription rights (and
specifying the date on which the holders of common stock will be entitled
thereto) or for determining rights to vote, if any, in respect of the matters
referred to in (c) and (d) above; (2) in the case of the matters referred to in
(c) and (d) above at least 10 days prior written notice of the date when the
same will take place (and specifying the date on which the holders of common
stock will be entitled to exchange their common stock for securities or other
property deliverable upon the occurrence of such event); and (3) in the case of
the matter referred to in (e) above, the same notice as is given to the other
holders of piggyback registration rights.
15. AMENDMENT OR WAIVER. This Warrant and any term hereof may be amended
or waived by an instrument in writing signed by the Company and the Holder. No
waivers of or exceptions to any term, condition or provision of this Warrant, in
any one or more instances, shall be deemed to be, or construed as, a further or
continuing waiver of any such term, condition or provision.
16. GOVERNING LAW. This Warrant shall be governed by and construed in
accordance with the internal laws of the State of Georgia, without regard to
principles of conflicts of laws.
17. HEADINGS. The headings in this Warrant are for purposes of reference
only, and shall not limit or otherwise affect any of the terms hereof.
18. SEVERABILITY. The invalidity or unenforceability of any provision
hereof shall in no way affect the validity or enforceability of any other
provision.
19. NOTICE PRIOR TO PUBLIC OFFERING. The Company shall give the Holder at
least twenty (20) days prior written notice of the effectiveness of any
registration statement filed with the Securities and Exchange Commission under
the Securities Act of 1933, as amended, in connection with an Initial Public
Offering.
IN WITNESS WHEREOF, this Warrant has been executed this 27th day of December,
2002.
VIEWLOCITY, INC.,
A Georgia corporation f/k/a SynQuest, Inc.
By: /s/ L. Xxxxx Xxxxx
--------------------------------------
Title: EVP and CFO
-----------------------------------
-8-
FORM OF SUBSCRIPTION
(To be signed only on exercise of Warrant)
TO VIEWLOCITY, INC.
The undersigned, being the Holder of the within Warrant, hereby irrevocably
elects to exercise this Warrant for, and to purchase thereunder,
___________ shares of Series A Preferred Stock and herewith makes payment
of $____________________ therefor in cash, or elects to surrender the right
to purchase _____ shares of Series A Preferred Stock pursuant to Section
2(b) of this Warrant, and requests that the certificates for such shares be
issued in the name of, and delivered to _______________ whose address is
_______________________________________________________.
Dated: ______________________ (Signature must conform to name of holder as
specified on the face of the Warrant)
---------------------------------------
---------------------------------------
(Address)
------------------------------------
FORM OF ASSIGNMENT
(To be signed only on transfer of Warrant)
For value received, the undersigned hereby sells, assigns, and transfers unto
________________ the right represented by the within Warrant to purchase
___________ shares of Series A Preferred Stock to which the within Warrant
relates, and appoints _____________________________as its Attorney to transfer
such right on the books of VIEWLOCITY, INC. with full power of substitution in
the premises.
Dated: ______________________ (Signature must conform to name of holder as
specified on the face of the Warrant)
---------------------------------------
---------------------------------------
Signed in the presence of:
--------------------------------
2
