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EXHIBIT 4.6
STOCKPOINT, INC.
STOCK PURCHASE WARRANT
To Purchase Common Stock of
STOCKPOINT, INC.
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THE ISSUANCE OF THIS WARRANT AND THE OFFER AND SALE OF THE SHARES OF COMMON
STOCK ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933 (THE "ACT") NOR UNDER ANY STATE SECURITIES LAW AND THIS WARRANT AND ANY
SUCH SHARES OF COMMON STOCK MAY NOT BE PLEDGED, SOLD, ASSIGNED OR OTHERWISE
TRANSFERRED UNTIL A (1) REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE
STATE SECURITIES LAW HAS BECOME EFFECTIVE WITH RESPECT THERETO, OR (2) RECEIPT
BY THE COMPANY OF AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY (IF SO
REQUESTED) TO THE EFFECT THAT REGISTRATION UNDER THE ACT OR APPLICABLE STATE
SECURITIES LAW IS NOT REQUIRED IN CONNECTION WITH THE PROPOSED TRANSFER.
STOCKPOINT, INC. WARRANT NUMBER:
Void after 5:00 p.m. Eastern Standard Time, on December , 2004.
Warrant to Purchase ,000 Shares of Common Stock.
WARRANT TO PURCHASE COMMON STOCK
OF
STOCKPOINT, INC.
This is to Certify That, for United States Dollars ($ )
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, ("Holder") is entitled to purchase,
subject to the provisions of this Warrant, from Stockpoint, Inc., a Delaware
corporation ("Company"), 000 fully paid, validly issued and nonassessable
shares of Common Stock, $0.01 par value per share, of the Company ("Common
Stock") at a price initially set at Seven Dollars and Fifty Cents ($7.50) per
share at any time or from time to time during the period from the date hereof to
expiration, but not later than 5:00 p.m. Eastern Standard Time, on December __,
2004. The number of shares of Common Stock to be received upon the exercise of
this Warrant and the price to be paid for each share of Common Stock may be
adjusted from time to time as hereinafter set forth. The shares of Common Stock
deliverable upon such exercise, and as adjusted from time to time, are
hereinafter sometimes referred to as "Warrant Shares" and the exercise price of
a share of Common Stock in effect at any time and as adjusted from time to time
is hereinafter sometimes referred to as the "Exercise Price".
(a) EXERCISE OF WARRANT.
(1) This Warrant may be exercised in whole or in part at any
time or from time to time on or after the date hereof and
until 5:00 p.m. Eastern
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Standard Time on December __, 2004; provided, however,
that if either such day is a day on which banking
institutions in the State of New York are authorized by
law to close, then on the next succeeding day which shall
not be such a day. This Warrant may be exercised by
presentation and surrender hereof to the Company at its
principal office, or at the office of its stock transfer
agent if any, with the Purchase Form annexed hereto duly
executed and accompanied by payment of the Exercise Price
for the number of Warrant Shares specified in such form.
As soon as practicable after each such exercise of this
Warrant warrants, but not later than seven (7) days from
the date of such exercise, the Company shall issue and
deliver to the Holder a certificate or certificate for the
Warrant Shares issuable upon such exercise, registered in
the name of the Holder or its designee. If this Warrant
should be exercised in part only, the Company shall, upon
surrender of this Warrant for cancellation, execute and
deliver a new Warrant evidencing the rights of the Holder
thereof to purchase the balance of the Warrant Shares
purchasable thereunder. Upon receipt by the Company of
this Warrant at its office, or by the stock transfer agent
of the Company at its office, in proper form for exercise
together with payment in full of the exercise price for
the Warrant Shares to be purchased, the Holder shall be
deemed to be the holder of record of the shares of Common
Stock issuable upon such exercise, notwithstanding that
the stock transfer books of the Company shall then be
closed or that certificates representing such shares of
Common Stock shall not then be physically delivered to the
Holder.
(2) In lieu of delivering the Exercise Price in cash or check
the Holder may elect to receive shares equal to the value
of the Warrant or portion thereof being exercised ("Net
Issue Exercise"). If the Holder wishes to elect the Net
Issue Exercise, the Holder shall notify the Company of its
election in writing at the time it delivers to the Company
the Purchase Form. In the event the Holder shall elect Net
Issue Exercise, the Holder shall receive the number of
shares of Common Stock equal to the product of (a) the
number of shares of Common Stock purchasable under the
Warrant, or portion thereof being exercised, and (b) the
current market value, as defined in paragraph (c) below,
of one share of Common Stock minus the Exercise Price,
divided by (c) the current market value, as defined in
paragraph (c) below, of one share of Common Stock.
(b) RESERVATION OF SHARES. The Company shall at all times reserve for
issuance and/or delivery upon exercise of this Warrant such
number of shares of its Common Stock as shall be required for
issuance and delivery upon exercise of this Warrant.
(c) FRACTIONAL SHARES. No fractional shares or scrip representing
fractional shares shall be issued upon the exercise of this
Warrant. With respect to any fraction of a share called for upon
any exercise hereof, the Company shall pay to
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the Holder an amount in cash equal to such fraction multiplied by
the current market value of a share, determined as follows:
(1) If the Common Stock is listed on a national securities
exchange or admitted to unlisted trading privileges on
such exchange or listed for trading on the NASDAQ system,
the current market value shall be the last reported sale
price of the Common Stock on such exchange or system on
the last business day prior to the date of exercise of
this Warrant or if no such sale is made on such day, the
mean of the last reported bid and asked prices for such
day on such exchange or system; or
(2) If the Common Stock is not so listed or admitted to
unlisted trading privileges, the current market value
shall be the mean of the last reported bid and asked
prices reported by the National Quotation Bureau, Inc. on
the last business day prior to the date of the exercise of
this Warrant; or
(3) If the Common Stock is not so listed or admitted to
unlisted trading privileges and bid and asked prices are
not so reported, the current market value of a share of
Common Stock shall be an amount, not less than book value
thereof as at the end of the most recent fiscal year of
the Company ending prior to the date of the exercise of
the Warrant, determined in such reasonable manner as may
be prescribed by the Board of Directors of the Company.
(d) EXCHANGE, TRANSFER, ASSIGNMENT OR LOSS OF WARRANT. Subject to the
restrictions noted at the beginning of this Warrant, this Warrant
is exchangeable, without expense, at the option of the Holder,
upon presentation and surrender hereof to the Company or at the
office of its stock transfer agent, if any, for other warrants of
different denominations entitling the holder thereof to purchase
in the aggregate the same number of shares of Common Stock
purchasable hereunder. Upon surrender of this Warrant to the
Company at its principal office or at the office of its stock
transfer agent, if any, with the Assignment Form annexed hereto
duly executed and funds sufficient to pay any transfer tax, the
Company shall, without charge, execute and deliver a new Warrant
in the name of the assignee named in such instrument of
assignment and this Warrant shall promptly be cancelled. This
Warrant may be divided or combined with other warrants which
carry the same rights upon presentation hereof at the principal
office of the Company or at the office of its stock transfer
agent, if any, together with a written notice specifying the
names and denominations in which new Warrants are to be issued
and signed by the Holder hereof. The term "Warrant" as used
herein includes any Warrants into which this Warrant may be
divided or exchanged. Upon receipt by the Company of evidence
satisfactory to it of the loss, theft, destruction or mutilation
of this Warrant, and (in the case of loss, theft or destruction)
of reasonably satisfactory indemnification, and upon surrender
and cancellation of this Warrant, if mutilated, the Company will
execute and deliver a new Warrant of like tenor and
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date. Any such new Warrant executed and delivered shall
constitute an additional contractual obligation on the part of
the Company, whether or not this Warrant so lost, stolen,
destroyed, or mutilated shall be at any time enforceable by
anyone.
(e) RIGHTS OF THE HOLDER. The Holder shall not, by virtue hereof, be
entitled to any rights of a shareholder in the Company, either at
law or equity, and the rights of the Holder are limited to those
expressed in the Warrant and are not enforceable against the
Company except to the extent set forth herein.
(f) ANTI-DILUTION AND ADJUSTMENT PROVISIONS. The Exercise Price in
effect at any time and the number and kind of securities
purchasable upon the exercise of the Warrants shall be subject to
adjustment from time to time upon the happening of certain events
as follows:
(1) In case the Company shall (i) declare a dividend or make a
distribution on its outstanding shares of Common Stock in
shares of Common Stock, (ii) subdivide or reclassify its
outstanding shares of Common Stock into a greater number
of shares, or (iii) combine or reclassify its outstanding
shares of Common Stock into a smaller number of shares,
the Exercise Price in effect at the time of the record
date for such dividend or distribution or of the effective
date of such subdivision, combination or reclassification
shall be adjusted so that it shall equal the price
determined by multiplying the Exercise Price by a
fraction, the denominator of which shall be the number of
shares of Common Stock outstanding after giving effect to
such action, and the numerator of which shall be the
number of shares of Common Stock outstanding immediately
prior to such action. Such adjustment shall be made
successively whenever any event listed above shall occur.
(2) In case the Company shall fix a record date for the
issuance of rights or warrants to all holders of its
Common Stock entitling them to subscribe for or purchase
shares of Common Stock (or securities convertible into
Common Stock) at a price (the "Subscription Price") (or
having a conversion price per share) less than the
Exercise Price on such record date the Exercise Price
shall be adjusted so that the same shall equal the price
determined by multiplying the Exercise Price in effect
immediately prior to the date of issuance by a fraction,
the numerator of which shall be the sum of the number of
shares outstanding on the record date mentioned above and
the number of additional shares of Common Stock which the
aggregate offering price of the total number of shares of
Common Stock so offered (or the aggregate conversion price
of the convertible securities so offered) would purchase
at the Exercise Price in effect immediately prior to the
date of such issuance, and the denominator of which shall
be the sum of the number of shares of Common Stock
outstanding on the record date mentioned above and the
number of additional shares of Common Stock offered for
subscription or purchase (or into which the
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convertible securities so offered are convertible).
Such adjustment shall be made successively whenever
such rights or warrants are issued and shall become
effective immediately after the record date for the
determination of shareholders entitled to receive
such rights or warrants; and to the extent that
shares of Common Stock are not delivered (or
securities convertible into Common Stock are not
delivered) after the expiration of such rights or
warrants the Exercise Price shall be readjusted to
the Exercise Price which would then be in effect had
the adjustments made upon the issuance of such rights
or warrants been made upon the basis of delivery of
only the number of shares of Common Stock (or
securities convertible into Common Stock) actually
delivered.
(3) In case the Company shall hereafter distribute to the
holders of its Common Stock evidences of its
indebtedness or assets (excluding cash dividends or
distributions and dividends or distributions referred
to in Subsection (1) above) or subscription rights or
warrants (excluding those referred to in Subsection
(2) above), then in each such case the Exercise Price
in effect thereafter shall be determined by
multiplying the Exercise Price in effect immediately
prior thereto by a fraction, the numerator of which
shall be the total number of shares of Common Stock
outstanding multiplied by the current market price
per share of Common Stock (as defined in Section (c)
above), less the fair market value (as determined by
the Company's Board of Directors) of said assets or
evidences of indebtedness so distributed or of such
rights or warrants, and the denominator of which
shall be the total number of shares of Common Stock
outstanding multiplied by such current market price
per share of Common Stock. Such adjustment shall be
made successively whenever such a record date is
fixed. Such adjustment shall be made whenever any
such distribution is made and shall become effective
immediately after the record date for the
determination of shareholders entitled to receive
such distribution.
(4) (A). In case the Company shall issue shares of its
Common Stock excluding shares issued (i) in any of
the transactions described in Subsection (1) above,
(ii) upon exercise of options granted to the
Company's employees under a plan or plans adopted by
the Company's Board of Directors and approved by its
shareholders, if such shares would otherwise be
included in this Subsection (4), (iii) upon exercise
of options and warrants outstanding at December ____,
1999, and this Warrant, (iv) to shareholders of any
corporation which merges into the Company in
proportion to their stock holdings of such
corporation immediately prior to such merger, upon
such merger, (v) in a bona fide public offering
pursuant to a firm commitment underwriting, or (vi)
on conversion or exchange of any securities for which
full adjustment has already been made in accordance
with Subsection 4(B) below but only if no adjustment
is required pursuant to any other specific subsection
of this Section (f)
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(without regard to Subsection (9) below) with respect
to the transaction giving rise to such rights for a
consideration per share (the "Offering Price") less
than the Exercise Price, the Exercise Price shall be
adjusted immediately thereafter so that it shall
equal such Offering Price. Such adjustment shall be
made successively whenever such an issuance is made.
(B). In case the Company shall issue any securities
convertible into or exchangeable for its Common Stock
excluding securities issued in transactions described
in Subsections (2) and (3) above for a consideration
per share of Common Stock (the "Conversion Price")
initially deliverable upon conversion or exchange of
such securities determined as provided in Subsection
(7) below less than the Exercise Price, the Exercise
Price shall be adjusted immediately thereafter so
that it shall equal such Conversion Price Such
adjustment shall be made successively whenever such
an issuance is made.
(C). In case the Company shall issue shares of its
Common Stock excluding shares issued (i) in any of
the transactions described in Subsection (1) above,
(ii) upon exercise of options granted to the
Company's employees under a plan or plans adopted by
the Company's Board of Directors and approved by its
shareholders, if such shares would otherwise be
included in this Subsection (4), (iii) upon exercise
of options and warrants outstanding at December __,
1999, and this Warrant, (iv) to shareholders of any
corporation which merges into the Company in
proportion to their stock holdings of such
corporation immediately prior to such merger, upon
such merger, (v) in a bona fide public offering
pursuant to a firm commitment underwriting, or (vi)
on conversion or exchange of any securities for which
full adjustment has already been made in accordance
with Subsection 4(B) above or Subsection 4(D) below
but only if no adjustment is required pursuant to any
other specific subsection of this Section (f)
(without regard to Subsection (9) below) with respect
to the transaction giving rise to such rights for a
consideration per share (the "Offering Price") less
than the Exercise Price, the Exercise Price shall be
adjusted immediately thereafter so that it shall
equal the price determined by multiplying the
Exercise Price in effect immediately prior to the
date of issuance by a fraction, the numerator of
which shall be the sum of the number of shares of
Common Stock outstanding immediately prior to the
issuance of such additional shares and the number of
shares of Common Stock which the aggregate
consideration received determined as provided in
subsection (7) below for the issuance of such
additional shares would purchase at the Exercise
Price in effect immediately prior to the date of such
issuance, and the denominator of which shall be the
number of shares of Common Stock outstanding
immediately after the issuance of such additional
shares. Such adjustment shall be made successively
whenever such an issuance is made.
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(D). In case the Company shall issue any securities
convertible into or exchangeable for its Common Stock
excluding securities issued in transactions described
in Subsections (2) and (3) above for a consideration
per share of Common Stock (the "Conversion Price")
initially deliverable upon conversion or exchange of
such securities determined as provided in Subsection
(7) below less than the Exercise Price, the Exercise
Price shall be adjusted immediately thereafter so
that it shall equal the price determined by
multiplying the Exercise Price in effect immediately
prior to the date of issuance by a fraction, the
numerator of which shall be the sum of the number of
shares outstanding immediately prior to the issuance
of such securities and the number of shares of Common
Stock which the aggregate consideration received
determined as provided in subsection (7) below for
such securities would purchase at the Exercise Price
in effect immediately prior to the date of such
issuance, and the denominator of which shall be the
sum of the number of shares of Common Stock
outstanding immediately prior to the issuance of such
securities and the maximum number of shares of Common
Stock of the Company deliverable upon conversion of
or in exchange for such securities at the initial
conversion or exchange price or rate. Such adjustment
shall be made successively whenever such an issuance
is made.
(5) In case the Company shall (i) issue shares of its
Common Stock in a bona fide public offering pursuant
to a firm commitment at a price per share ("Public
Offering Price") less than 200% of the then current
Exercise Price, the Exercise Price shall be adjusted
immediately so that it shall equal the price
determined by multiplying the Public Offering Price
by a factor of 0.50, or (ii) issue or exchange shares
of its Common Stock in connection with a Change of
Control (defined as the acquisition by any person
(whether an individual, corporation, association or
other entity), or two or more persons acting in
concert, of beneficial ownership (within the meaning
of 13d-3 of the Securities and Exchange Commission
under the Securities Exchange Act of 1934) of 50% or
more of the outstanding voting securities of the
Company) for a consideration per share ("Exchange
Consideration") less than 200% of the then current
Exercise Price, the Exercise Price shall be adjusted
immediately so that it shall equal the price
determined by multiplying the Exchange Consideration
by a factor of 0.50. No more than one adjustment
shall be made pursuant to this Subsection (5), which
adjustment shall be made at the time of such
issuance.
(6) Whenever the Exercise Price payable upon exercise of
each Warrant is adjusted pursuant to Subsections (1),
(2), (3), (4) and (5) above, the number of Shares
purchasable upon exercise of this Warrant shall
simultaneously be adjusted by multiplying the number
of Shares initially issuable upon exercise of this
Warrant by the Exercise Price in effect on
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the date hereof and dividing the product so obtained
by the Exercise Price, as adjusted.
(7) For purposes of any computation respecting
consideration received pursuant to Subsections (4)
and (5) above, the following shall apply:
(A) in the case of the issuance of shares of
Common Stock for cash, the consideration
shall be the amount of such cash, provided
that in no case shall any deduction be made
for any commissions, discounts or other
expenses incurred by the Company for any
underwriting of the issue or otherwise in
connection therewith;
(B) in the case of the issuance of shares of
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 market value thereof as determined in
good faith by the Board of Directors of the
Company (irrespective of the accounting
treatment thereof), whose determination
shall be conclusive; and
(C) in the case of the issuance of securities
convertible into or exchangeable for shares
of Common Stock, the aggregate consideration
received therefor shall be deemed to be the
consideration received by the Company for
the issuance of such securities plus the
additional minimum consideration, if any, to
be received by the Company upon the
conversion or exchange thereof the
consideration in each case to be determined
in the same manner as provided in clauses
(A) and (B) of this Subsection (7).
(8) INTENTIONALLY OMITTED.
(9) No adjustment in the Exercise Price shall be required
unless such adjustment would require an increase or
decrease of at least five cents ($0.05) in such
price; provided, however, that any adjustments which
by reason of this Subsection (9) are not required to
be made shall be carried forward and taken into
account in any subsequent adjustment required to be
made hereunder. All calculations under this Section
(f) shall be made to the nearest cent or to the
nearest one-hundredth of a share, as the case may be.
Anything in this Section (f) to the contrary
notwithstanding, the Company shall be entitled, but
shall not be required, to make such changes in the
Exercise Price, in addition to those required by this
Section (f), as it shall determine, in its sole
discretion, to be advisable in order that any
dividend or distribution in shares of Common Stock,
or any subdivision, reclassification or combination
of Common Stock, hereafter made by the Company shall
not result in any Federal Income tax liability to the
holders of Common Stock or securities convertible
into Common Stock (including Warrants).
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(10) The Company may retain a firm of independent
certified public accountants selected by the Board of
Directors (who may be the regular accountants
employed by the Company) to make any computation
required by this Section (f), and a certificate
signed by such firm shall be conclusive evidence of
the correctness of such adjustment.
(11) In the event that at any time, as a result of an
adjustment made pursuant to Subsection (1) above, the
Holder of this Warrant thereafter shall become
entitled to receive any shares of the Company, other
than Common Stock, thereafter the number of such
other shares so receivable upon exercise of this
Warrant shall be subject to adjustment from time to
time in a manner and on terms as nearly equivalent as
practicable to the provisions with respect to the
Common Stock contained in Subsections (1) to (9),
inclusive above.
(12) Irrespective of any adjustments in the Exercise Price
or the number or kind of shares purchasable upon
exercise of this Warrant, Warrants theretofore or
thereafter issued may continue to express the same
price and number and kind of shares as are stated in
the similar Warrants initially issuable pursuant to
this Agreement.
(13) The provisions of Subsections (4)(A), (4)(B), and (5)
above shall cease to have any effect immediately
after the closing of the Company's first bona fide
public offering after the date of this Warrant and
thereafter no adjustments in the Exercise Price shall
be made pursuant to such Subsections. The provisions
of Subsections (4)(C) and (4)(D) shall not be
effective as long as Subsections (4)(A) and (4)(B)
remain effective. Immediately after the closing of
the Company's first bona fide public offering the
provisions of Subsections (4)(C) and (4)(D) shall
become effective and adjustments in the Exercise
Price shall be made pursuant to such Subsections.
(g) OFFICER'S CERTIFICATE. Whenever the Exercise Price shall be
adjusted as required by the provisions of the foregoing
Section, the Company shall promptly and in no event later than
20 days after the effective date of adjustment cause to be
mailed by certified mail to each Holder at his last address
appearing in the Warrant Register and shall forthwith file in
the custody of its Secretary or an Assistant Secretary at its
principal office and with its stock transfer agent, if any, an
officer's certificate showing the adjusted Exercise Price
determined as herein provided, setting forth in reasonable
detail the facts requiring such adjustment, including a
statement of the number of additional shares of Common Stock,
if any, and such other facts as shall be necessary to show the
reason for and the manner of computing such adjustment. Each
such officer's certificate shall be
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made available at all reasonable times for inspection by the
Holder or any holder of a Warrant executed and delivered
pursuant to Section (a).
(h) NOTICES TO WARRANT HOLDERS. So long as this Warrant shall be
outstanding, (i) if the Company shall pay any dividend or make
any distribution upon the Common Stock or (ii) if the Company
shall offer to the holders of Common Stock for subscription or
purchase by them any share of any class or any other rights or
(iii) if any capital reorganization of the Company,
reclassification of the capital stock of the Company,
consolidation or merger of the Company with or into another
corporation, sale, lease or transfer of all or substantially
all of the property and assets of the Company to another
corporation, or voluntary or involuntary dissolution,
liquidation or winding up of the Company shall be effected,
then in any such case, the Company shall cause to be mailed by
certified mail to the Holder, at least fifteen days prior to
the date specified in (x) or (y) below, as the case may be, a
notice containing a brief description of the proposed action
and stating the date on which (x) a record is to be taken for
the purpose of such dividend, distribution or rights, or (y)
such reclassification, reorganization, consolidation, merger,
conveyance, lease, dissolution, liquidation or winding up is to
take place and the date, if any is to be fixed, as of which the
holders of Common Stock or other securities shall receive cash
or other property deliverable upon such reclassification,
reorganization, consolidation, merger, conveyance, dissolution,
liquidation or winding up.
(i) RECLASSIFICATION, REORGANIZATION OR MERGER. In case of any
reclassification, capital reorganization or other change of
outstanding shares of Common Stock of the Company, or in case
of any consolidation or merger of the Company with or into
another corporation (other than a merger with a subsidiary in
which merger the Company is the continuing corporation and
which does not result in any reclassification, capital
reorganization or other change of outstanding shares of Common
Stock of the class issuable upon exercise of this Warrant) or
in case of any sale, lease or conveyance to another corporation
of the property of the Company as an entirety, the Company
shall, as a condition precedent to such transaction, cause
effective provisions to be made so that the Holder shall have
the right thereafter by exercising this Warrant at any time
prior to the expiration of the Warrant, to purchase the kind
and amount of shares of stock and other securities and property
receivable upon such reclassification, capital reorganization
and other change, consolidation, merger, sale or conveyance by
a holder of the number of shares of Common Stock which might
have been purchased upon exercise of this Warrant immediately
prior to such reclassification, change, consolidation, merger,
sale or conveyance. Any such provision shall include provision
for adjustments which shall be as nearly equivalent as may be
practicable to the adjustments provided for in this Warrant.
The foregoing provisions of this Section (i) shall similarly
apply to successive reclassifications, capital reorganizations
and changes of shares of Common Stock and to successive
consolidations, mergers, sales or conveyances. In the event
that in connection with any such capital reorganization or
reclassification,
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consolidation, merger, sale or conveyance, additional shares of
Common Stock shall be issued in exchange, conversion,
substitution or payment, in whole or in part, for a security of
the Company other than Common Stock, any such issue shall be
treated as an issue of Common Stock covered by the provisions
of Subsection (1) of Section (f) hereof.
(j) REGISTRATION UNDER THE SECURITIES ACT OF 1933. The Company and
the Holder have entered into a Registration Rights Agreement as
of even date herewith providing for certain rights and
obligations related to registration of the shares of Common
Stock issuable upon exercise of this Warrant.
(k) RESTRICTIVE LEGEND. Each Warrant Share, when issued, shall
include a legend in substantially the following form: THE
ISSUANCE OF THESE SHARES HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 (THE "ACT") NOR UNDER ANY STATE
SECURITIES LAW AND THESE SHARES MAY NOT BE PLEDGED, SOLD,
ASSIGNED OR OTHERWISE TRANSFERRED UNTIL A (1) REGISTRATION
STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAW
HAS BECOME EFFECTIVE WITH RESPECT THERETO, OR (2) RECEIPT BY
THE COMPANY OF AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY
(IF SO REQUESTED) TO THE EFFECT THAT REGISTRATION UNDER THE ACT
OR APPLICABLE STATE SECURITIES LAW IS NOT REQUIRED IN
CONNECTION WITH THE PROPOSED TRANSFER.
(l) NO IMPAIRMENT. The Company will not, by amendment of its
charter or through reorganization, consolidation, merger,
dissolution, sale of assets or any other voluntary action,
avoid or seek to avoid the 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.
Dated: December __, 1999
STOCKPOINT, INC.
Attest:
______________________________ By:_____________________________
Name: William McNally Name: William E. Staib
Title: Secretary Title: President & CEO
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PURCHASE FORM
Dated____________________
The undersigned hereby irrevocably elects to exercise the
within Warrant to the extent of purchasing shares of Common
Stock and hereby makes payment of in payment of the actual
exercise price thereof. In lieu of such payment of the actual exercise
price, the undersigned may direct the Company to net issue such shares
of Common Stock in accordance with Section (a)(2) of the within Warrant
by writing "net issue" in the space after "payment of" in the preceding
sentence.
________________
INSTRUCTIONS FOR REGISTRATION OF STOCK
Name ___________________________________________________________
(Please typewrite or print in block letters)
Address_________________________________________________________
Signature ______________________________________________
________________
ASSIGNMENT FORM
FOR VALUE RECEIVED, ________________________________ hereby
sells, assigns and transfers unto
Name____________________________________________________________
(Please typewrite or print in block letters)
Address ________________________________________________________
the right to purchase Common Stock represented by this Warrant to the
extent of _______ shares as to which such right is exercisable and does
hereby irrevocably constitute and appoint ________________ Attorney, to
transfer the same on the books of the Company with full power of
substitution in the premises.
Date ______________,_______
Signature __________________________
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Date ______________,_______
Signature __________________________
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