Exhibit 99.4
THIS COMMON STOCK PURCHASE WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"); OR UNDER ANY APPLICABLE LAW OR
REGULATION OF ANY STATE. THIS COMMON STOCK WARRANT MAY NOT BE SOLD, OFFERED,
ASSIGNED OR TRANSFERRED UNLESS THE WARRANT IS REGISTERED UNDER THE SECURITIES
ACT AND APPLICABLE STATE SECURITIES LAWS, OR SUCH OFFERS, SALES, ASSIGNMENTS AND
TRANSFERS ARE MADE PURSUANT TO THE AVAILABLE EXEMPTIONS FROM THE REGISTRATION
REQUIREMENTS OF THOSE LAWS. FURTHERMORE, THESE SECURITIES ARE SUBJECT TO
CERTAIN LIMITATIONS ON CONVERSION AS DESCRIBED IN THAT CERTAIN BRIDGE SECURITIES
PURCHASE AGREEMENT DATED THE DATE HEREOF (THE "PURCHASE AGREEMENT") BETWEEN,
AMONG OTHERS, THE COMPANY AND THE INITIAL HOLDER HEREOF. THIS COMMON STOCK
PURCHASE WARRANT CERTIFICATE REFERS TO AND IS SPECIFICALLY GOVERNED BY CERTAIN
PROVISIONS CONTAINED IN THE PURCHASE AGREEMENT, A COPY OF WHICH IS ON FILE WITH
AND MAY BE OBTAINED FROM THE COMPANY AT ITS PRINCIPAL PLACE OF BUSINESS.
VISUAL EDGE SYSTEMS INC.
COMMON STOCK PURCHASE WARRANT
DATED: June 13, 1997
No. 1
Number of Common Shares: 60,000 Holder: Infinity
Investors Limited
Purchase Price: $10.675 27 Wellington Road
Expiration Date: June 13, 2002 Cork, Ireland
For identification only. The governing terms of this Warrant are set forth
below.
Visual Edge Systems Inc., a Delaware corporation (the "COMPANY"), hereby
certifies that, for value received, Infinity Investors Limited or assigns (each
a "Holder"), is entitled, subject to the terms set forth below, to purchase from
the Company at any time or from time to time after the date hereof and prior to
the fifth anniversary hereof (the "EXERCISE PERIOD"), at the Purchase Price
hereinafter set forth, sixty thousand (60,000) fully paid and nonassessable
shares of Common Stock (as hereinafter defined) of the Company. The number and
character of such shares of Common Stock and the Purchase Price are subject to
adjustment as provided herein.
This Warrant (this "Warrant"; such term to include any warrants issued in
substitution therefor) is one of a series of Common Stock Purchase Warrants
issued in connection with that certain Bridge Securities Purchase Agreement (the
"Purchase Agreement") dated of even date herewith between, among others, the
initial Holder hereof and the Company.
COMMON STOCK PURCHASE WARRANT NO. 1-PAGE 1
(VISUAL EDGE SYSTEMS INC.)
The purchase price per share of Common Stock issuable upon exercise of this
Warrant (the "PURCHASE PRICE") shall initially be $10.675; PROVIDED, HOWEVER,
that the Purchase Price shall be adjusted from time to time as provided herein.
As used herein the following terms, unless the context otherwise requires,
have the following respective meanings:
(a) The term "COMPANY" shall include Visual Edge Systems Inc. and any
entity that shall succeed or assume the obligations of such corporation
hereunder.
(b) The term "COMMON STOCK" includes (a) the Company's common stock,
$.01 par value per share, (b) any other capital stock of any class or classes
(however designated) of the Company, authorized on or after such date, the
holders of which shall have the right, without limitation as to amount, either
to all or to a share of the balance of current dividends and liquidating
dividends after the payment of dividends and distributions on any shares
entitled to preference, and the holders of which shall ordinarily, in the
absence of contingencies, be entitled to vote for the election of a majority of
directors of the Company (even though the right so to vote has been suspended by
the happening of such a contingency) and (c) any other securities into which or
for which any of the securities described in (a) or (b) may be converted or
exchanged pursuant to a plan of recapitalization, reorganization, merger, sale
of assets or otherwise.
(c) The term "OTHER SECURITIES" refers to any stock (other than
Common Stock) and other securities of the Company or any other person (corporate
or otherwise) that the holder of this Warrant at any time shall be entitled to
receive, or shall have received, on the exercise of this Warrant, in lieu of or
in addition to Common Stock, or that at any time shall be issuable or shall have
been issued in exchange for or in replacement of Common Stock or Other
Securities pursuant to Section 4 or otherwise.
1. EXERCISE OF WARRANT.
1.1. METHOD OF EXERCISE. This Warrant may be exercised in whole
or in part (but not as to a fractional share of Common Stock), at any time
and from time to time during the Exercise Period, by the Holder hereof by
delivery of a notice of exercise (a "Notice of Exercise") substantially in
the form attached hereto as EXHIBIT A via facsimile to the Company.
Promptly thereafter the Holder shall surrender this Warrant to the Company
at its principal office, accompanied by payment of the Purchase Price
multiplied by the number of shares of Common Stock for which this Warrant
is being exercised (the "EXERCISE PRICE"). Payment of the Exercise Price
shall be made by check or bank draft payable to the order of the Company or
by wire transfer to the account of the Company. If the amount of the
payment received by the Company is less than the Exercise Price, the Holder
will be notified of the deficiency and shall make payment in
COMMON STOCK PURCHASE WARRANT NO. 1-PAGE 2
(VISUAL EDGE SYSTEMS INC.)
that amount within five (5) business days. In the event the payment exceeds
the Exercise Price, the Company will promptly refund the excess to the
Holder. Upon exercise, the Holder shall be entitled to receive, promptly
after payment in full, one or more certificates, issued in the Holder's
name or in such name or names as the Holder may direct, subject to the
limitations on transfer contained herein, for the number of shares of
Common Stock so purchased. The shares so purchased shall be deemed to be
issued as of the close of business on the date on which the Company shall
have received from the Holder payment of the Exercise Price (the "EXERCISE
DATE").
1.2. REGULATION D RESTRICTIONS. The Holder hereof represents and
warrants to the Company that it has acquired this Warrant and anticipates
acquiring the shares of Common Stock issuable upon exercise of the Warrant
solely for its own account for investment purposes and not with a view to
or for distributing such securities unless such distribution has been
registered with the Securities and Exchange Commission or an applicable
exemption is available therefor. At the time this Warrant is exercised, the
Company may require the Holder to state in the Notice of Exercise such
representations concerning the Holder as are necessary or appropriate to
assure compliance by the Holder with the Securities Act.
1.3. COMPANY ACKNOWLEDGMENT. The Company will, at the time of the
exercise of this Warrant, upon the request of the Holder hereof,
acknowledge in writing its continuing obligation to afford to the Holder
any rights to which the Holder shall continue to be entitled after such
exercise in accordance with the provisions of this Warrant. If the Holder
shall fail to make any such request, such failure shall not affect the
continuing obligation of the Company to afford to the Holder any such
rights.
1.4. LIMITATION ON EXERCISE. Notwithstanding the rights of the
Holder to exercise all or a portion of this Warrant as described herein,
such exercise rights shall be limited solely in the manner set forth in the
Purchase Agreement as if such provisions were specifically set forth
herein.
2. DELIVERY OF STOCK CERTIFICATES, ETC., ON EXERCISE. As soon as
practicable after the exercise of this Warrant, and in any event within the time
periods specified in the Purchase Agreement, the Company at its expense
(including the payment by it of any applicable issue, stamp or transfer taxes
upon issuance to the Holder) will cause to be issued in the name of and
delivered to the Holder thereof, or, to the extent permissible hereunder, to
such other person as the Holder may direct, a certificate or certificates for
the number of fully paid and nonassessable shares of Common Stock (or Other
Securities) to which the Holder shall be entitled on such exercise, plus, in
lieu of any fractional share to which the Holder would otherwise be entitled,
cash equal to such fraction multiplied by the then applicable Purchase Price,
together with any other stock or other securities and property (including cash,
where applicable) to which the Holder is entitled upon such exercise pursuant to
Section 1 or otherwise.
COMMON STOCK PURCHASE WARRANT NO. 1-PAGE 3
(VISUAL EDGE SYSTEMS INC.)
3. ADJUSTMENT FOR DIVIDENDS IN OTHER STOCK PROPERTY, ETC.,
RECLASSIFICATION, ETC. In case at any time or from time to time the holders of
Common Stock (or Other Securities) shall have received, or (on or after the
record date fixed for the determination of stockholders eligible to receive)
shall have become entitled to receive, without payment therefor, other or
additional stock or other securities or property (other than cash) by way of
dividend or any cash (excluding cash dividends payable solely out of earnings or
earned surplus of the Company), or other or additional stock or other securities
or property (including cash) by way of spin-off, split-up, reclassification,
recapitalization, combination of shares or similar corporate rearrangement other
than additional shares of Common Stock (or Other Securities) issued as a stock
dividend or in a stock split (adjustments in respect of which are provided for
in Section 5), then and in each such event, the Holder of this Warrant, on the
exercise hereof as provided in Section 1 shall be entitled to receive the amount
of stock and other securities and property (including cash in the cases referred
to in subdivisions (b) and (c) of this Section 3) that the Holder would have
been entitled to receive on the effective date of such event if the Holder had
so exercised this Warrant immediately prior thereto, giving effect to all
adjustments called for during such period by Sections 4 and 5.
4. ADJUSTMENT FOR REORGANIZATION, CONSOLIDATION, MERGER, ETC.
4.1. REORGANIZATION, ETC. In case at any time or from time to
time, the Company shall (a) effect a reorganization, (b) consolidate with
or merge into any other person or (c) transfer all or substantially all of
its properties or assets to any other person under any plan or arrangement
contemplating the dissolution of the Company, then, in each such case, the
Holder of this Warrant, on the exercise hereof as provided in Section 1 at
any time after the consummation of such reorganization, consolidation or
merger or the effective date of such dissolution, as the case may be, shall
receive, in lieu of the Common Stock (or Other Securities) issuable on such
exercise prior to such consummation or such effective date, the stock and
other securities and property (including cash) to which the Holder would
have been entitled upon such consummation or in connection with such
dissolution, as the case may be, if the Holder had so exercised this
Warrant, immediately prior thereto, all subject to further adjustment
thereafter as provided herein.
4.2. DISSOLUTION. In the event of any dissolution of the Company
following the transfer of all or substantially all of its properties or
assets, the Company, prior to such dissolution, shall at its expense
deliver or cause to be delivered the stock and other securities and
property (including cash, where applicable) receivable by the Holder of
this Warrant after the effective date of such dissolution pursuant to this
Section 4 to a bank or trust company, as trustee for the Holder or Holders
of this Warrant.
4.3. CONTINUATION OF TERMS. Upon any reorganization,
consolidation, merger or transfer (and any dissolution following any
transfer) referred to in this Section 4, this Warrant shall continue in
full force and effect and the terms hereof shall be applicable to the
shares of stock and other securities and property receivable on the
exercise of this
COMMON STOCK PURCHASE WARRANT NO. 1-PAGE 4
(VISUAL EDGE SYSTEMS INC.)
Warrant after the consummation of such reorganization, consolidation or
merger or the effective date of dissolution following any such transfer, as
the case may be, and shall be binding upon the issuer of any such stock or
other securities, including, in the case of any such transfer, the person
acquiring all or substantially all of the properties or assets of the
Company, whether or not such person shall have expressly assumed the terms
of this Warrant as provided in Section 8.
5. ADJUSTMENT FOR EXTRAORDINARY EVENTS. The Purchase Price to be paid by
the Holder upon exercise of this Warrant shall be adjusted in case at any time
or from time to time the Company should (i) subdivide the outstanding shares of
Common Stock into a greater number of shares, (ii) consolidate the outstanding
shares of Common Stock into a smaller number of shares, (iii) issue shares of
Common Stock or securities convertible into or exchangeable for shares of Common
Stock as a dividend to all or substantially all holders of shares of Common
Stock or (iv) issue by reclassification of shares of Common Stock, any shares of
capital stock of the Company, in each event pursuant to Article XI of the
Purchase Agreement as if such provisions were specifically set forth herein.
6. EXERCISE PRICE RESET. If the Company is obligated to issue any
Additional Grant Shares (as defined in the Purchase Agreement), the Purchase
Price shall thereupon become immediately adjusted in the manner set forth on
SCHEDULE 1 attached hereto.
7. REDEMPTION.
7.1. VOLUNTARY REDEMPTION. The Company may, at any time
commencing October 1, 1998 (but not prior thereto), at its option and
following at least thirty (30) days prior written notice to the Holder,
redeem (each, a "Redemption") for cash from funds legally available
therefor, all or any portion of this Warrant for a redemption price per
share (the "Redemption Price") equal to $.10 per share of Common Stock (or
Other Securities) issuable upon exercise of this Warrant (the "Warrant
Shares") on the Redemption Date (as hereinafter defined); PROVIDED,
HOWEVER, that if (1) the Threshold Price (as hereinafter defined) on the
Reference Date (as hereinafter defined) is equal to or in excess of $17.50
and the Redemption Date is between October 1, 1998 and March 31, 1999, then
the Company may redeem up to (but not more than) 33-1/3% of the total
number of Warrant Shares underlying this Warrant; (2) the Threshold Price
on the Reference Date is equal to or in excess of $20.00 and the Redemption
Date is between April 1, 1999 and September 30, 1999, then the Company may
redeem up to (but not more than) 66-2/3% of the total number of Warrant
Shares underlying this Warrant; and (3) the Threshold Price on the
Reference Date is equal to or in excess of $22.50 and the Redemption Date
is after October 1, 1999, then the Company may redeem up to 100% of the
total number of Warrant Shares underlying this Warrant. As used herein
"Threshold Price" shall mean the lowest closing bid price for the Common
Stock (as specified by Bloomberg, L.P.) during the [20] trading days ending
three days prior to the date on which the Company delivers the Redemption
Notice and "Reference Date" shall mean
COMMON STOCK PURCHASE WARRANT NO. 1-PAGE 5
(VISUAL EDGE SYSTEMS INC.)
such third (3rd) day preceding the date on which the Redemption Notice is
delivered to the Holders.
7.2. NOTICE OF REDEMPTION. If the Company elects to redeem any
or all of this Warrant pursuant to the terms hereof, the Company shall (i)
give not less than thirty (30) days prior written notice of such Redemption
(the "Redemption Notice") to the Holder (together with each of the other
holders of the warrants of the same class hereof) at such Holder's address
as it appears on the books and records of the Company by facsimile
transmission (if such Holder shall have provided a facsimile number), and
(ii) set aside, apart from its other funds, or provide written evidence
reasonably satisfactory to each Holder of the Company's ability to fund the
Redemption Price in the amount equal to the Redemption Price subject to
Redemption at that time for the benefit of all Holders subject to
Redemption; and the Warrant Shares then subject to Redemption and not
otherwise converted prior to the Redemption Date shall, on the date which
is thirty (30) days after the deposit of Redemption Notice in accordance
with clause (i) of this sentence (the "Redemption Date"), cease to be
outstanding and the rights of the Holders and owners thereof shall be
limited to payment of the Redemption Price thereof. The Company shall
deliver the Redemption Price to the Holders in cash or by wire transfer as
indicated by the Holder within two (2) business days of the Redemption
Date. Should any Holder not receive payment of any amounts due on
Redemption of its Warrant Shares by reason of the Company's failure to make
payment at the times described above for any reason (other than as a
result of any action by Holder in breach of this Warrant or the Purchase
Agreement), the Company shall pay to the applicable Holder on demand (x)
interest on the sums not paid when due at an annual rate equal to sixteen
percent (16%), compounding at the end of each thirty (30) days, until the
applicable Holder is paid in full, and (y) all costs of collection,
including, but not limited to reasonable attorneys' fees and costs, whether
or not suit or other formal proceedings are instituted. The Redemption
Price shall (in the reasonable discretion of the Board of Directors of the
Company) be adjusted to take into account any stock split or other similar
event.
7.3. SELECTION OF WARRANT SHARES. The Company shall select the
Warrants to be redeemed in a Redemption in which not all Warrants of this
class are to be redeemed so that the Warrant Shares of each Holder selected
for Redemption shall bear the same proportion to the total Warrant Shares
owned by that Holder that the proportion of all Warrant Shares selected for
Redemption bears to the total number of Warrant Shares. Should any Warrant
Shares required to be redeemed under the terms hereof not be redeemed
solely by reason of limitations imposed by law, the applicable Warrant
Shares shall be redeemed on the earliest possible date that the applicable
Warrant Shares may be redeemed to the maximum extent permitted by law.
Except as set forth above, the Board of Directors shall prescribe the
manner in which any Redemption shall be effected.
8. NO IMPAIRMENT. The Company will not, by amendment of its Certificate
of Incorporation or through any reorganization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities or any other
voluntary action, avoid or seek to avoid the
COMMON STOCK PURCHASE WARRANT NO. 1-PAGE 6
(VISUAL EDGE SYSTEMS INC.)
observance or performance of any of the terms of this Warrant, but will at all
times in good faith assist in the carrying out of all such terms and in the
taking of all such action as may be necessary or appropriate in order to protect
the rights of the Holder of this Warrant against impairment. Without limiting
the generality of the foregoing, the Company (a) will not increase the par value
of any shares of stock receivable on the exercise of this Warrant above the
amount payable therefor on such exercise, (b) will take all such action as may
be necessary or appropriate in order that the Company may validly and legally
issue fully paid and nonassessable shares of stock on the exercise of this
Warrant and (c) will not transfer all or substantially all of its properties and
assets to any other person (corporate or otherwise), or consolidate with or
merge into any other person or permit any such person to consolidate with or
merge into the Company (if the Company is not the surviving person), unless such
other person shall expressly assume in writing and will be bound by all the
terms of this Warrant.
9. ACCOUNTANTS' CERTIFICATE AS TO ADJUSTMENTS. In each case of any
adjustment or readjustment in the shares of Common Stock (or Other Securities)
or the Purchase Price issuable on the exercise of this Warrant, the Company at
its expense will cause independent certified public accountants of national
standing selected by the Company (which may be the Company's auditors) to
compute such adjustment or readjustment in accordance with the terms of this
Warrant and prepare a certificate setting forth such adjustment or readjustment
and showing in detail the facts upon which such adjustment or readjustment is
based, including a statement of (a) the consideration received or receivable by
the Company for any additional shares of Common Stock (or Other Securities)
issued or sold or deemed to have been issued or sold, (b) the number of shares
of Common Stock (or Other Securities) outstanding or deemed to be outstanding
and (c) the Purchase Price and the number of shares of Common Stock to be
received upon exercise of this Warrant, in effect immediately prior to such
issue or sale and as adjusted and readjusted as provided in this Warrant. The
Company will forthwith mail a copy of each such certificate to the Holder of
this Warrant, and will, on the written request at any time of the Holder of this
Warrant, furnish to the Holder a like certificate setting forth the Purchase
Price at the time in effect and showing how it was calculated. Notwithstanding
the foregoing, the Company shall not be required to cause its independent
certified public accountants to deliver more than one (1) such certificate in
each calendar quarter.
10. NOTICES OF RECORD DATE, ETC. In the event of
(a) any taking by the Company of a record of the holders of any class
or securities for the purpose of determining the holders thereof who are
entitled to receive any dividend or other distribution, or any right to
subscribe for, purchase or otherwise acquire any shares of stock of any
class or any other securities or property, or to receive any other right,
or
(b) any capital reorganization of the Company, any reclassification
or recapitalization of the capital stock of the Company or any transfer of
all or substantially all the assets of the Company to, or consolidation or
merger of the Company with or into, any other person, or
COMMON STOCK PURCHASE WARRANT NO. 1-PAGE 7
(VISUAL EDGE SYSTEMS INC.)
(c) any voluntary or involuntary dissolution, liquidation or
winding-up of the Company,
then, and in each such event, the Company will mail or cause to be mailed
to the Holder of this Warrant a notice specifying (i) the date on which any
such 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, and (ii) the date on which any such reorganization,
reclassification, recapitalization, transfer, consolidation, merger,
dissolution, liquidation or winding-up is to take place, and the time, if
any, as of which the holders of record of Common Stock (or Other
Securities) shall be entitled to exchange their shares of Common Stock (or
Other Securities) for securities or other property deliverable on such
reorganization, reclassification, recapitalization, transfer,
consolidation, merger, dissolution, liquidation or winding-up. Such notice
shall be mailed at least 20 days prior to the date specified in such notice
on which any action is to be taken.
11. RESERVATION OF STOCK, ETC. ISSUABLE ON EXERCISE OF WARRANT. The
Company will at all times reserve and keep available, solely for issuance and
delivery on the exercise of this Warrant, all shares of Common Stock (or Other
Securities) from time to time issuable on the exercise of this Warrant.
12. EXCHANGE OF WARRANT. On surrender for exchange of this Warrant,
properly endorsed, to the Company, the Company at its expense will issue and
deliver to or on the order of the holder thereof a new Warrant of like tenor, in
the name of such Holder or as such Holder (on payment by such holder of any
applicable transfer taxes) may direct, calling in the aggregate on the face or
faces thereof for the number of shares of Common Stock called for on the face of
the Warrant so surrendered.
13. 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 any such loss, theft or destruction of this Warrant, on
delivery of an indemnity agreement or security reasonably satisfactory in form
and amount to the Company or, in the case of any such mutilation, on surrender
and cancellation of this Warrant, the Company at its expense will execute and
deliver, in lieu thereof, a new Warrant of like tenor.
14. REMEDIES. The Company stipulates that the remedies at law of the
Holder of this Warrant in the event of any default by the Company in the
performance of or compliance with any of the terms of this Warrant are not and
will not be adequate, and that such terms may be specifically enforced by a
decree for the specific performance of any agreement contained herein or by an
injunction against a violation of any of the terms hereof or otherwise.
15. NEGOTIABILITY, ETC. This Warrant is issued upon the following terms,
to all of which each Holder or owner hereof by the taking hereof consents and
agrees:
COMMON STOCK PURCHASE WARRANT NO. 1-PAGE 8
(VISUAL EDGE SYSTEMS INC.)
(a) title to this Warrant may be transferred by endorsement (by the
Holder hereof executing the form of assignment at the end hereof) and
delivery in the same manner as in the case of a negotiable instrument
transferable by endorsement and delivery;
(b) any person in possession of this Warrant properly endorsed is
authorized to represent himself as absolute owner hereof and is empowered
to transfer absolute title hereto by endorsement and delivery hereof to a
BONA FIDE purchaser hereof for value; each prior taker or owner waives and
renounces all of his equities or rights in this Warrant in favor of each
such BONA FIDE purchaser, and each such BONA FIDE purchaser shall acquire
absolute title hereto and to all rights represented hereby;
(c) until this Warrant is transferred on the books of the Company,
the Company may treat the registered Holder hereof as the absolute owner
hereof for all purposes, notwithstanding any notice to the contrary; and
(d) notwithstanding the foregoing, this Warrant may not be sold,
transferred or assigned except pursuant to an effective registration
statement under the Securities Act of 1933, as amended (the "Act"), or,
pursuant to an applicable exemption therefrom (including in accordance with
Regulation D promulgated under the Act).
16. REGISTRATION RIGHTS. The Company is obligated to register the shares
of Common Stock issuable upon exercise of this Warrant in accordance with the
terms of a Registration Rights Agreement between the Company and the Holder
dated the date hereof.
17. NOTICES, ETC. All notices and other communications from the Company to
the holder of this Warrant shall be mailed by first class registered or
certified mail, postage prepaid, at such address as may have been furnished to
the Company in writing by the Holder or, until any the Holder furnishes to the
Company an address, then to, and at the address of, the last Holder of this
Warrant who has so furnished an address to the Company.
18. MISCELLANEOUS. This Warrant and any term hereof may be changed,
waived, discharged or terminated only by an instrument in writing signed by the
party against which enforcement of such change, waiver, discharge or termination
is sought. This Warrant shall be construed and enforced in accordance with and
governed by the internal laws of the State of New York, except where the
Delaware General Corporation Law applies. The headings in this Warrant are for
purposes of reference only, and shall not limit or otherwise affect any of the
terms hereof. This Warrant is being executed as an instrument under seal. The
invalidity or unenforceability of any provision hereof shall in no way affect
the validity or enforceability of any other provision.
[SIGNATURE PAGE FOLLOWS]
COMMON STOCK PURCHASE WARRANT NO. 1-PAGE 9
(VISUAL EDGE SYSTEMS INC.)
DATED as of June 13, 1997.
VISUAL EDGE SYSTEMS INC.
By:_____________________________________
Name:___________________________________
Title:__________________________________
[Corporate Seal]
Attest:
By:______________________
Secretary
COMMON STOCK PURCHASE WARRANT NO. 1-PAGE 10
(VISUAL EDGE SYSTEMS INC.)
EXHIBIT A
FORM OF NOTICE OF EXERCISE
--------------------------
(To be executed only upon exercise or conversion
of the Warrant in whole or in part)
To Visual Edge Systems Inc.
The undersigned registered holder of the accompanying Warrant hereby
exercises such Warrant or portion thereof for, and purchases thereunder,
______________(1) shares of Common Stock (as defined in such Warrant) and
herewith makes payment therefor of $__________. The undersigned requests that
the certificates for such shares of Common Stock be issued in the name of, and
delivered to, _________________________________ whose address is ______________
________________________________________________________.
Dated: ____________________
(Name must conform to name of holder as specified
on the face of the Warrant)
By:_____________________________________
Name:________________________________
Title:_______________________________
Address of holder:
________________________________________
________________________________________
________________________________________
1 Insert the number of shares of Common Stock as to which the accompanying
Warrant is being exercised. In the case of a partial exercise, a new Warrant or
Warrants will be issued and delivered, representing the unexercised portion of
the accompanying Warrant, to the holder surrendering the same.