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EXHIBIT 4.9
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 March 31, 2005.
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 Ten Dollars and No Cents ($10.00) 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 March 31,
2005. 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 March 31, 2005; 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 March 31,
2000, 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 March 31 2000,
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, that does not qualify as a "pooling of
Interest" transaction, (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
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issuable upon exercise of this Warrant by the
Exercise Price in effect on 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
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of Common Stock or securities convertible into Common
Stock (including Warrants).
(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
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manner of computing such adjustment. Each such officer's
certificate shall be 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
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in connection with any such capital reorganization or
reclassification, 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: March 31, 2000
STOCKPOINT, INC.
Attest:
By:
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Name: William McNally Name: William E. Staib
Title: Secretary Title: President & CEO
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PURCHASE FORM
Dated
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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
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(Please typewrite or print in block letters)
Address
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Signature
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ASSIGNMENT FORM
FOR VALUE RECEIVED, hereby sells, assigns and
transfers unto
Name
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(Please typewrite or print in block letters)
Address
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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.
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Date ,
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Signature
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