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EXHIBIT 10.3
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON ITS EXERCISE
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR THE
SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR
HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT
IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SAID ACT AND ALL OTHER APPLICABLE
SECURITIES LAWS OR ANY OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH
REGISTRATION IS NOT REQUIRED.
No. W - _____ Warrant to Purchase up to ____ Shares
of Common Stock (subject to adjustment and
including Contingent Shares, as defined below)
Date: September ___, 1999
WARRANT TO PURCHASE COMMON STOCK
OF
ACCENT COLOR SCIENCES, INC.
Void after September ___, 2004
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This certifies that, for value received, _______, or registered assigns
("Holder") is entitled, subject to the terms and conditions set forth below, to
purchase from ACCENT COLOR SCIENCES, INC. (the "Company"), a Connecticut
corporation, up to ____ shares of common stock of the Company, no par value (or
such other number of shares of common stock as may be determined in accordance
with Section 2 hereof) (the "Common Stock"), as constituted on the date hereof
(the "Warrant Issue Date"), upon surrender hereof, at the principal office of
the Company referred to below, with the subscription form attached hereto duly
executed, and simultaneous payment therefor in lawful money of the United States
or otherwise as hereinafter provided, at the Exercise Price as set forth in
Section 2 below. The number, character and Exercise Price of such shares of
Common Stock are subject to adjustment as provided below. The term "Warrant" as
used herein shall include this Warrant, which is one of a series of warrants
issued for the Common Stock, and any warrants delivered in substitution or
exchange therefor as provided herein.
This Warrant is issued in connection with the transactions described in Section
1 of the Series A Convertible Subordinated Note, Common Stock and Warrant
Purchase Agreement between the Company and the investors listed on Schedule A
thereto, dated as of September ___, 1999 (the "Purchase Agreement"). Pursuant to
the Purchase Agreement, the Holder of this Warrant purchased a Series A
Convertible Subordinated Note in the principal amount of _____________________
($_________) (the "Note") and/or shares of the Company's Common Stock (the
"Shares). The Holder of this Warrant is subject to certain restrictions set
forth in the Purchase Agreement and shall be entitled to certain rights and
privileges set forth in the Purchase
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Agreement. This Warrant is one of the Warrants referred to as the "Warrants" in
the Purchase Agreement.
1. TERM OF WARRANT. Subject to the terms and conditions set forth
herein, this Warrant shall be exercisable, in whole or in part, during the term
("Term") commencing at 9:00 a.m., Hartford, Connecticut time, on the date hereof
and ending at 5:00 p.m., Hartford, Connecticut time, on September ___, 2004, and
shall be void thereafter. If this Warrant relates to the purchase of a Note,
then this Warrant shall be exercisable as to ______ shares of Common Stock, at
any time after issuance. This Warrant shall be exercisable as to the remaining
_____ shares of Common Stock (the "Contingent Shares"), only after the Holder
has voluntarily converted any principal amount under the Holder's Note, pursuant
to Section 7.1(a) thereof, into Common Stock, and only in the same proportion
that the amount of principal converted into Common Stock bears to the original
principal balance of the Note. By way of example, if Holder has converted $5,000
of principal of a Note into Common Stock, and the Note had an original principal
balance of $10,000, then the Holder would be entitled to exercise his Warrant
for up to 50% of the Contingent Shares covered by his Warrant.
2. EXERCISE PRICE AND NUMBER OF SHARES. The Exercise Price at which
this Warrant may be exercised shall be the lower of (i) $.50 per share of Common
Stock and (ii) the per share Common Stock equivalent price in the Company's next
equity offering in which the Company receives net proceeds of at least
$1,100,000. The Exercise Price is subject to adjustment from time to time
pursuant to Section 11 hereof. If the Exercise Price shall be less than $.50 as
a result of clause (ii) of the first sentence of this Section 2, the number of
shares that this Warrant shall thereafter evidence the right to receive shall be
determined by (a) dividing the principal amount of the Note purchased by the
Holder of this Warrant by such Exercise Price, or (b) dividing the total number
of Shares purchased by the Holder of this Warrant, as adjusted for any such
lower equity offering price in accordance with the Purchase Agreement, by two.
3. EXERCISE OF WARRANT.
(a) MANNER OF EXERCISE. The purchase rights represented by
this Warrant are exercisable by the Holder in whole or in part, at any time, or
from time to time, during the term hereof as described in Section 1 above, by
the surrender of this Warrant and the Notice of Exercise annexed hereto duly
completed and executed on behalf of the Holder, at the office of the Company (or
such other office or agency of the Company as it may designate by notice in
writing to the Holder at the address of the Holder appearing on the books of the
Company), upon payment (i) in cash or by check acceptable to the Company, (ii)
by cancellation by the Holder of indebtedness of the Company to the Holder, or
(iii) by a combination of (i) and (ii), of the purchase price of the shares to
be purchased.
(b) TIME OF EXERCISE. This Warrant shall be deemed to have
been exercised immediately prior to the close of business on the date of its
surrender for exercise as provided above, and the person entitled to receive the
shares of Common Stock issuable upon such exercise shall be treated for all
purposes as the holder of record of such shares as of the close of business on
such date. As promptly as practicable on or after such date and in any event
within 10 days thereafter, the Company at its expense, will issue and deliver to
the person or persons
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entitled to receive the same a certificate or certificates for the number of
shares issuable upon such exercise. In the event that this Warrant is exercised
in part, the Company at its expense, shall execute and deliver a new Warrant of
like tenor exercisable for the number of shares for which this Warrant may then
be exercised.
(c) NET ISSUE EXERCISE. Notwithstanding any provisions herein
to the contrary, if the fair market value of one share of Common Stock is
greater than the Exercise Price (at the date of calculation as set forth below),
in lieu of exercising this Warrant for cash, the holder may elect to receive
shares equal to the value (as determined below) of this Warrant (or the portion
thereof being canceled) by surrender of this Warrant at the principal office of
the Company together with the properly endorsed Notice of Exercise and notice of
such election in which event the Company shall issue to the Holder a number of
shares of Common Stock computed using the following formula:
Y (A-B)
X = -------
A
X = the number of shares of Common Stock
to be issued to the Holder
Y = the number of shares of Common
Stock purchasable under the Warrant
or, if only a portion of the Warrant
is being exercised, the portion of
the Warrant being canceled (at the
date of such calculation)
A = the fair market value of one share
of the Company's Common Stock (at
the date of such calculation)
B = Exercise Price (as adjusted to the
date of such calculation)
For purposes of the above calculation, fair market value of one share
of Common Stock shall be determined by the Company's Board of Directors in good
faith; provided, however, that where there exists a public market for the
Company's Common Stock at the time of such exercise, the fair market value per
share shall be the average of the closing bid and asked prices of the Common
Stock quoted in the Over-the-Counter Market Summary or the last reported sale
price of the Common Stock or the closing price quoted on the Nasdaq National
Market, the Nasdaq Small-Cap Market or on any exchange on which the Common Stock
is listed, whichever is applicable, as published in the Eastern Edition of The
Wall Street Journal for the five trading days prior to the date of determination
of fair market value. Notwithstanding the foregoing, in the event the Warrant is
exercised in connection with the Company's initial public offering of Common
Stock, the fair market value per share shall be the per share offering price to
the public of the Company's initial public offering.
4. NO FRACTIONAL SHARES OR SCRIP. No fractional shares or scrip
representing fractional shares shall be issued upon the exercise of this
Warrant. In lieu of any fractional share
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to which the Holder would otherwise be entitled, the Company shall make a cash
payment equal to the Exercise Price multiplied by such fraction.
5. REPLACEMENT OF WARRANT. On receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of
this Warrant and, in the case of loss, theft or destruction, on delivery of an
indemnity agreement reasonably satisfactory in form and substance to the Company
or, in the case of mutilation, on surrender and cancellation of this Warrant,
the Company at its expense shall execute and deliver, in lieu of this Warrant, a
new warrant of like tenor and amount.
6. RIGHTS OF SHAREHOLDERS. Subject to Sections 9 and 11 of this
Warrant, the Holder shall not be entitled to vote or receive dividends or be
deemed the holder of Common Stock or any other securities of the Company that
may at any time be issuable on the exercise hereof for any purpose, nor shall
anything contained herein be construed to confer upon the Holder, as such, any
of the rights of a shareholder of the Company or any right to vote for the
election of directors or upon any matter submitted to shareholders at any
meeting thereof, or to give or withhold consent to any corporate action (whether
upon any recapitalization, issuance of stock, reclassification of stock, change
of par value, or change of stock to no par value, consolidation, merger,
conveyance, or otherwise) or to receive notice of meetings, or to receive
dividends or subscription rights or otherwise until the Warrant shall have been
exercised as provided herein.
7. TRANSFER OF WARRANT.
(a) WARRANT REGISTER. The Company will maintain a register
(the "Warrant Register") containing the names and addresses of the Holder or
Holders. Any Holder of this Warrant or any portion thereof may change his
address as shown on the Warrant Register by written notice to the Company
requesting such change. Any notice or written communication required or
permitted to be given to the Holder may be delivered or given by mail to such
Holder as shown on the Warrant Register and at the address shown on the Warrant
Register. Until this Warrant is transferred on the Warrant Register of the
Company, the Company may treat the Holder as shown on the Warrant Register as
the absolute owner of this Warrant for all purposes, notwithstanding any notice
to the contrary.
(b) WARRANT AGENT. The Company may, by written notice to the
Holder, appoint an agent for the purpose of maintaining the Warrant Register
referred to in Section 7(a) above, issuing the Common Stock or other securities
then issuable upon the exercise of this Warrant, exchanging this Warrant,
replacing this Warrant, or any or all of the foregoing. Thereafter, any such
registration, issuance, exchange, or replacement, as the case may be, shall be
made at the office of such agent.
(c) TRANSFERABILITY AND NONNEGOTIABILITY OF WARRANT. This
Warrant may not be transferred or assigned in whole or in part without
compliance with all applicable federal and state securities laws by the
transferor and the transferee (including the delivery of investment
representation letters and legal opinions reasonably satisfactory to the
Company, if such are requested by the Company). Subject to the provisions of
this Warrant with respect to compliance with the Securities Act of 1933, as
amended (the "Act") and subject to Section 3 of the Purchase
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Agreement, title to this Warrant may be transferred by endorsement (by the
Holder executing the Assignment Form annexed hereto) and delivery in the same
manner as a negotiable instrument transferable by endorsement and delivery.
(d) EXCHANGE OF WARRANT UPON A TRANSFER. On surrender of this
Warrant for exchange, properly endorsed on the Assignment Form and subject to
the provisions of this Warrant with respect to compliance with the Act and with
the limitations on assignments and transfers contained in this Section 7, and
Section 3 of the Purchase Agreement, the Company at its expense shall issue to
or on the order of the Holder a new warrant or warrants of like tenor, in the
name of the Holder or as the Holder (on payment by the Holder of any applicable
transfer taxes) may direct, for the number of shares issuable upon exercise
hereof.
(e) RESTRICTIONS ON TRANSFER. The Holder of this Warrant by
acceptance hereof agrees that the transfer of this Warrant and the shares of
Common Stock issuable upon the exercise of all or any portion of this Warrant
(the "Securities") are subject to the provisions of Sections 3 and 4 of the
Purchase Agreement, which include restrictions on transfer of the Securities;
and this Warrant and the Securities shall be entitled to all rights and benefits
accorded thereto in the Purchase Agreement, and the applicable provisions of the
Purchase Agreement are hereby incorporated herein by reference.
8. RESERVATION OF STOCK. The Company covenants that during the term
this Warrant is exercisable, the Company will reserve from its authorized and
unissued Common Stock a sufficient number of shares to provide for the issuance
of Common Stock upon the exercise of this Warrant and, from time to time, will
take all steps necessary to amend its Certificate of Incorporation (the
"Certificate") to provide sufficient reserves of shares of Common Stock issuable
upon exercise of the Warrant. The Company further covenants that all shares that
may be issued upon the exercise of rights represented by this Warrant, upon
exercise of the rights represented by this Warrant and payment of the Exercise
Price, all as set forth herein, will be free from all taxes, liens and charges
in respect of the issue thereof (other than taxes in respect of any transfer
occurring contemporaneously or otherwise specified herein). The Company agrees
that its issuance of this Warrant shall constitute full authority to its
officers who are charged with the duty of executing stock certificates to
execute and issue the necessary certificates for shares of Common Stock upon the
exercise of this Warrant.
9. NOTICES OF CERTAIN EVENTS.
(a) In case:
(i) the Company shall take a record of the
holders of its Common Stock (or other stock or securities at the time receivable
upon the exercise of this Warrant) for the purpose of entitling them to receive
any dividend or other distribution, or any right to subscribe for or purchase
any shares of stock of any class or any other securities, or to receive any
other right, or
(ii) of any capital reorganization of the
Company, any reclassification of the capital stock of the Company, any
consolidation or merger of the Company with or into
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another corporation, or any conveyance of all or substantially all of the assets
of the Company to another corporation, or
(iii) of any voluntary dissolution,
liquidation or winding-up of the Company, then, and in each such case, the
Company will mail or cause to be mailed to the Holder or Holders a notice
specifying, as the case may be, (A) the date on which a record is to be taken
for the purpose of such dividend, distribution or right, and stating the amount
and character of such dividend, distribution or right, or (B) the date on which
such reorganization, reclassification, consolidation, merger, conveyance,
dissolution, liquidation or winding-up is to take place, and the time, if any is
to be fixed, as of which the holders of record of Common Stock (or such stock or
securities at the time receivable upon the exercise of this Warrant) shall be
entitled to exchange their shares of Common Stock (or such other stock or
securities) for securities or other property deliverable upon such
reorganization, reclassification, consolidation, merger, conveyance,
dissolution, liquidation or winding-up. Such notice shall be mailed at least 15
days prior to the date therein specified.
(b) All such notices, advices and communications shall be
deemed to have been received (i) when delivered personally, (ii) three business
days after being mailed by first class mail, postage prepaid, or (iii) one
business day after being sent by a reputable overnight delivery service, postage
or deliver charges prepaid. Notices, advices and communications may also be
given by prepaid telegram or facsimile and shall be effective on the date
transmitted if confirmed within 24 hours thereafter by a signed original sent in
the manner provided in the preceding sentence.
10. AMENDMENTS AND WAIVERS.
(a) MANNER OF AMENDMENT. Any term of this Warrant may be
amended or waived upon the written consent of the Company and the Holder and
further provided that the number of shares of Common Stock subject to the
Warrant and the Exercise Price may not be amended, and the right to exercise
this Warrant may not be waived, without the written consent of the Holder of
this Warrant (it being agreed that an amendment to or waiver under any of the
provisions of Section 11 of this Warrant shall not be considered an amendment of
the number of shares subject to the Warrant or the Exercise Price).
(b) NO CONTINUING WAIVER. 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, further or continuing waiver of any such
term, condition or provision.
11. ADJUSTMENTS. The Exercise Price and the number of shares
purchasable hereunder are subject to adjustment from time to time as follows:
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(a) ISSUANCE OF ADDITIONAL STOCK.
(i) If the Company shall issue any Additional
Stock without consideration or for a consideration per share less than the
Exercise Price in effect immediately prior to the issuance of such Additional
Stock, the Exercise Price in effect immediately prior to each such issuance
shall forthwith be adjusted to a price per share equal to the product obtained
by multiplying the Exercise Price in effect immediately prior to the issuance of
such Additional Stock by a fraction, (i) the numerator of which is equal to the
sum of (x) the number of shares of Common Stock deemed outstanding on a fully
as-converted basis immediately prior to such issuance (including shares deemed
to be outstanding as provided in Section 11(a)(vi)) and (y) the quotient of the
aggregate consideration received by the Company upon such issuance, divided by
the Exercise Price in effect immediately prior to the issuance of such
Additional Stock, and (ii) the denominator of which is the total number of
shares of Common Stock deemed outstanding on a fully as-converted basis
(including shares deemed outstanding as provided in Section 11(a)(vi))
immediately after (and including) such issuance.
(ii) No adjustment of the Exercise Price shall
be made in an amount less than one cent per share, provided that any adjustments
that are not required to be made by reason of this sentence shall be carried
forward and shall be either taken into account in any subsequent adjustment made
prior to three (3) years from the date of the event giving rise to the
adjustment being carried forward, or shall be made at the end of three (3) years
from the date of the event giving rise to the adjustment being carried forward.
No adjustment of such Exercise Price pursuant to Section 11(a)(i) shall have the
effect of increasing the Exercise Price above the Exercise Price in effect
immediately prior to such adjustment.
(iii) In the case of the issuance of Common
Stock for cash, the consideration shall be deemed to be the amount of cash paid
therefor before deducting any reasonable discounts, commissions or other
expenses allowed, paid or incurred by the Company for underwriting or otherwise
in connection with the issuance and sale thereof.
(iv) In the case of the issuance of the Common
Stock for a consideration in whole or in part other than cash, the consideration
other than cash shall be deemed to be the fair value thereof as determined by
the Board of Directors irrespective of any accounting treatment.
(v) In the event Additional Stock is issued
together with other shares or securities or other assets of the Company for
consideration which covers both, the consideration allocable to the Additional
Stock shall be the proportion of such consideration so received, computed as
provided in Sections 11(a) (iii) and (iv) above, as determined in good faith by
the Board of Directors.
(vi) In the case of the issuance (after
September ___, 1999 (the "Original Issue Date")) of options to purchase or
rights to subscribe for Common Stock, securities by their terms convertible into
or exchangeable for Common Stock or options to
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purchase or rights to subscribe for such convertible or exchangeable securities,
the following provisions shall apply for all purposes of this Section 11(a):
(1) The aggregate maximum number of shares of
Common Stock deliverable upon exercise (assuming the satisfaction of any
conditions to exercisability, including without limitation, the passage of time,
but without taking into account potential antidilution adjustments) of such
options to purchase rights to subscribe for Common Stock shall be deemed to have
been issued at the time such options or rights were issued and for a
consideration equal to the consideration (determined in the manner provided in
Sections 11(a)(iii), (iv) and (v)) if any, received by the Company upon the
issuance of such options or rights plus the minimum exercise price provided in
such options or rights (without taking into account potential antidilution
adjustments) for the Common Stock covered thereby. Notwithstanding anything to
the contrary herein, no further adjustment shall be made for the actual issuance
of Common Stock or any payment of such consideration upon the exercise of any
such options or rights or the conversion or exchange of such securities.
(2) The aggregate maximum number of shares of
Common Stock deliverable upon conversion of or in exchange (assuming the
satisfaction of any conditions to convertibility or exchangeability, including,
without limitation, the passage of time, but without taking into account
potential antidilution adjustments) for any such convertible or exchangeable
securities or upon the exercise of options to purchase or rights to subscribe
for such convertible exchangeable securities and subsequent conversion or
exchange thereof shall be deemed to have been issued at the time such securities
were issued or such options or rights were issued and for a consideration equal
to the consideration, if any, received by the Company for any such securities
and related options or rights (excluding any cash received on account of accrued
interest or accrued dividends), plus the minimum additional consideration, if
any, to be received by the Company (without taking into account potential
antidilution adjustments) upon the conversion or exchange of such securities or
the exercise of any related options or rights (the consideration in each case to
be determined in the manner provided in Sections 11(a)(iii), (iv) and (v)).
Notwithstanding anything to the contrary herein, no further adjustment shall be
made for the actual issuance of Common Stock or any payment of such
consideration upon the exercise of any such options or rights or the conversion
or exchange of such securities.
(3) In the event of any change in the number
of shares of Common Stock deliverable or in the consideration payable to the
Company upon exercise of such options or rights or upon conversion of or in
exchange for such convertible or exchangeable securities, including, but not
limited to, a change resulting from the antidilution provisions thereof, the
Exercise Price, to the extent in any way affected by or computed using such
options, rights or securities, shall be recomputed to reflect such change, but
no further adjustment shall be made for the actual issuance of Common Stock or
any payment of such consideration upon the exercise of any such options or
rights or the conversion or exchange of such securities.
(4) Upon the expiration of any such options or
rights, the termination of any such rights to convert or exchange or the
expiration of any options or rights related to such convertible or exchangeable
securities, the Exercise Price, to the extent in any way affected by or computed
using such options, rights or securities or options or rights related
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to such securities, shall be recomputed to reflect the issuance of only the
number of shares of Common Stock (and convertible or exchangeable securities
that remain in effect) actually issued upon the exercise of such options or
rights, upon the conversion or exchange of such securities or upon the exercise
of the options or rights related to such securities.
(5) The number of shares of Common Stock
deemed issued and the consideration deemed paid therefor pursuant to Section
11(a)(vi)(1) and (2) shall be appropriately adjusted to reflect any change,
termination, or expiration of the type described in either Section 11(a)(vi)(3)
or (4).
(vii) "Additional Stock" shall mean any shares of
Common Stock issued (or deemed to
have been issued pursuant to Section 11(a)(vi)) by the Company after the
Original Issue Date other than:
(1) Common Stock issued pursuant to the events
described in Sections 11(b), (c), (d) or (e) hereof;
(2) shares of Common Stock issuable to
employees, agents, consultants, advisors or directors of the Company pursuant to
stock options or stock awards granted or to be granted, provided that the grant
of such options or awards shall have been approved by the Board of Directors;
(3) shares of Common Stock issuable pursuant
to warrants outstanding as of the Original Issue Date or any Warrants issued or
to be issued pursuant to the Purchase Agreement;
(4) shares of Common Stock issued or issuable
upon conversion of shares of Series B Preferred Stock issued and outstanding on
the date hereof; or
(b) MERGER, SALE OF ASSETS, ETC. If at any time while this
Warrant or any portion thereof, is outstanding and unexpired there shall be (i)
a reorganization (other than a combination, reclassification, exchange or
subdivision of shares otherwise provided for herein), (ii) a merger or
consolidation of the Company with or into another corporation in which the
Company is not the surviving entity, or a reverse triangular merger in which the
Company is the surviving entity but the shares of the Company's capital stock
outstanding immediately prior to the merger are converted by virtue of the
merger into other property whether in the form of securities, cash or otherwise,
or (iii) a sale or transfer of the Company's properties and assets as, or
substantially as, an entirety to any other person, this Warrant shall thereafter
represent the right to acquire the number of shares of stock or other securities
which the Holder of this Warrant would have owned immediately after the
consummation of such reorganization, merger, consolidation, sale or transfer, if
the Holder of this Warrant had exercised this Warrant immediately before the
effective date of the reorganization, merger, consolidation, sale or transfer.
(c) RECLASSIFICATION, ETC. If the Company, at any time while
this Warrant, or any portion thereof, remains outstanding and unexpired by
reclassification of securities or
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otherwise, shall change any of the securities as to which purchase rights under
this Warrant exist into the same or a different number of securities of any
other class or classes, this Warrant shall thereafter represent the right to
acquire such number and kind of securities as would have been issuable as the
result of such change with respect to the securities that were subject to the
purchase rights under this Warrant immediately prior to such reclassification or
other change and the Exercise Price therefor shall be appropriately adjusted,
all subject to further adjustment as provided in this Section 11.
(d) SPLIT, SUBDIVISION OR COMBINATION OF SHARES. If the
Company at any time while this Warrant, or any portion thereof, remains
outstanding and unexpired shall split, subdivide or combine the securities as to
which purchase rights under this Warrant exist, into a different number of
securities of the same class, the Exercise Price for such securities shall be
proportionately decreased in the case of a split or subdivision or
proportionately increased in the case of a combination.
(e) ADJUSTMENTS FOR DIVIDENDS IN STOCK OR OTHER SECURITIES. If
while this Warrant, or any portion hereof, remains outstanding and unexpired the
holders of the securities as to which purchase rights under this Warrant exist
at the time shall have received, or, on or after the record date fixed for the
determination of eligible shareholders, shall have become entitled to receive,
without payment therefor, other or additional stock or other securities of the
Company by way of dividend, then and in each case, this Warrant shall represent
the right to acquire, in addition to the number of shares of the security
receivable upon exercise of this Warrant, and without payment of any additional
consideration therefor, the amount of such other or additional stock or other
securities of the Company that such holder would hold on the date of such
exercise had it been the holder of record of the security receivable upon
exercise of this Warrant on the date hereof and had thereafter, during the
period from the date hereof to and including the date of such exercise, retained
such shares and/or all other additional stock available to it as aforesaid
during such period, giving effect to all adjustments called for during such
period by the provisions of this Section 11.
(f) CERTIFICATE AS TO ADJUSTMENTS. Upon the occurrence of each
adjustment or readjustment pursuant to this Section 11, the Company at its
expense shall promptly compute such adjustment or readjustment in accordance
with the terms hereof and furnish to each Holder of this Warrant a certificate
setting forth, in reasonable detail, the event requiring the adjustment or
readjustment, the amount of such adjustment or readjustment, the method by which
such adjustment or readjustment was calculated, the Exercise Price at the time
in effect, and the number of shares and the amount, if any, of other property
that at the time would be received upon the exercise of the Warrant. The Company
shall upon the written request, at any time, of any such Holder, furnish or
cause to be furnished to such Holder a like certificate.
(g) ADJUSTMENT IN NUMBER OF SHARES. Upon each adjustment of
the Exercise Price pursuant to this Section 11, this Warrant shall thereafter
evidence the right to receive upon payment of the adjusted Exercise Price that
number of shares of Common Stock (calculated to the nearest hundredth) obtained
from the following formula:
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X = Y x A
---
B
X = the adjusted number of shares of
Common Stock issuable upon exercise
of the Warrant by payment of the
adjusted Exercise Price.
Y = the number of shares of Common
Stock previously issuable upon the
exercise of the Warrant by payment
of the Exercise Price prior to
adjustment.
A = the Exercise Price prior to adjustment.
B = the adjusted Exercise Price.
* * *
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IN WITNESS WHEREOF, the Company has caused this Warrant to be executed
by its officer thereunto duly authorized as of the date first above written,
intending to be legally bound hereby.
ACCENT COLOR SCIENCES, INC.
By:/s/
---------------------------------------
Name:
Title:
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NOTICE OF EXERCISE
To: ACCENT COLOR SCIENCES, INC.
The undersigned hereby elects to purchase shares of Common
Stock of Accent Color Sciences, Inc. pursuant to the terms of the attached
Warrant, and tenders herewith payment of the purchase price for such shares in
full.
Please issue a certificate or certificates representing said
shares of Common Stock in the name of the undersigned or in such other name as
is specified below:
-----------------------------------
(Name)
-----------------------------------
(Name)
Please issue a new Warrant for the unexercised portion of the attached
Warrant in the name of the undersigned or in such other name as is specified
below:
-----------------------------------
(Name)
-----------------------------------
(Name)
--------------------------------
(Date)
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ASSIGNMENT FORM
FOR VALUE RECEIVED, the undersigned registered owner of this Warrant
hereby sells, assigns and transfers unto the Assignee named below all of the
rights of the undersigned under the within Warrant, with respect to the number
of shares of Common Stock set forth below:
NAME OF ASSIGNEE ADDRESS NO. OF SHARES
and does hereby irrevocably constitute and appoint Attorney
------------------------- to make such transfer on the books of Accent Color
Sciences, Inc. maintained for the purpose, with full power of substitution in
the premises.
The undersigned also represents that, by assignment hereof, the
Assignee acknowledges that this Warrant and the shares of stock to be issued
upon exercise hereof or conversion thereof are being acquired for investment and
that the Assignee will not offer, sell or otherwise dispose of this Warrant or
any shares of stock to be issued upon exercise hereof or conversion thereof
except under circumstances which will not result in a violation of the
Securities Act of 1933, as amended, or any state securities laws. Further, the
Assignee has acknowledged that upon exercise of this Warrant, the Assignee
shall, if requested by the Company, confirm in writing, in a form satisfactory
to the Company, that the shares of stock so purchased are being acquired for
investment and not with a view toward distribution or resale.
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Signature of Holder
Dated
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