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EXHIBIT 10.4
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WARRANT CERTIFICATE
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE SOLD, OFFERED
FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR AN OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT
REQUIRED.
THE TRANSFER OR EXCHANGE OF THIS WARRANT MUST BE REGISTERED IN ACCORDANCE WITH
THE WARRANT AGREEMENT REFERRED TO HEREIN.
NO. MT-001 March 6, 2001
ENLIGHTEN SOFTWARE SOLUTIONS, INC.
WARRANT CERTIFICATE
THIS CERTIFIES THAT for value received, Maden Tech Consulting,
Inc., or its registered assigns, is the owner of a Warrant which entitles it to
purchase at any time or from time to time on or after the date hereof, as
provided in the Warrant Agreement (as hereinafter defined) up to 2,000,000 fully
paid and nonassessable Shares of the voting common stock (the "Common Stock"),
of Enlighten Software Solutions, Inc., a California corporation (the "Company"),
at the purchase price per Share equal to the Current Market Price as defined in
the Warrant Agreement (the "Exercise Price") upon presentation and surrender of
this Warrant Certificate with the Form of Election to Purchase attached hereto
duly executed. As provided in the Warrant Agreement, the number and kind of
Shares which may be purchased upon the exercise of the Warrant evidenced by this
Warrant Certificate, and the Exercise Price at which such shares are
purchasable, are, upon the happening of certain events, subject to modification
and adjustment.
This Warrant Certificate and the Warrant it represents are
subject to, and entitled to the benefits of, all of the terms, provisions and
conditions of a certain Warrant Agreement dated as of March 6, 2001 (the
"Warrant Agreement") between the Company and Maden Tech Consulting, Inc., which
Warrant Agreement is hereby incorporated herein by reference and made a part
hereof and to which Warrant Agreement reference is hereby made for a full
description of the rights, limitation of rights, obligations, duties and
immunities hereunder of Company and the holder of this Warrant Certificate.
Copies of the Warrant Agreement are on file at the principal office of the
Company.
Subject to the terms of the Warrant Agreement, this Warrant
Certificate, upon surrender at the principal office of the Company, may be
exchanged for another Warrant Certificate or Warrant Certificates of like tenor
and date evidencing a Warrant or Warrants entitling the holder to purchase a
like aggregate number of Shares of Common Stock as the Warrant evidenced by the
Warrant Certificate surrendered entitled such holder to purchase.
No fractional Shares of Common Stock need be issued upon the
exercise of any Warrant evidenced hereby, but in lieu thereof a cash payment may
be made, as provided in the Warrant Agreement.
During the Exercise Period, the Company may not declare and pay
any cash dividends to holders of its Common Stock, unless the Company pays to
the holder of this Warrant Certificate a cash dividend in an amount equal to
that which such holder would have received had such holder's Warrants been
exercised immediately prior to the record date with respect to such dividend for
the number of Warrant Shares for which its Warrants would have been then
exercisable. No holder of this Warrant Certificate shall be entitled to vote or
receive dividends (other than as described in the preceding sentence) or be
deemed the holder of Common Stock or any other securities of the Company which
may at any time be issuable on the exercise hereof for any purpose, nor shall
anything contained in the Warrant Agreement or herein be construed to confer
upon the holder hereof, as such, any of the rights of a shareholder of the
Company or any right to vote for the election of directors or upon any matter
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submitted to shareholders at any meeting thereof, to give or withhold consent to
any corporate action (whether upon any recapitalization, issue of stock,
reclassification of stock, change of par value or change of stock to no par
value, consolidation, merger, conveyance or otherwise), to receive notice of
meetings (except as provided in the Warrant Agreement), or to receive dividends
or subscription rights or otherwise, until the Warrant evidenced by this Warrant
Certificate shall have been exercised and the Common Stock purchasable upon the
exercise thereof shall have become deliverable as provided in the Warrant
Agreement.
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IN WITNESS WHEREOF, the Company has caused the signature (or
facsimile signature) of its President and Secretary to be printed herein and its
corporate seal (or facsimile) to be printed herein.
Attest: ENLIGHTEN SOFTWARE SOLUTIONS, INC.
/S/ [NAME] By: /s/ Bill Bradley
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Name: Name: Bill Bradley
Title: Title: President and CEO
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FORM OF ELECTION TO PURCHASE
To be executed if the Holder desires to exercise the Warrant.
TO ENLIGHTEN SOFTWARE SOLUTIONS, INC.:
The undersigned hereby irrevocably elects to exercise the Warrant
evidenced by this Warrant Certificate to purchase _____________ Shares of Common
Stock issuable upon the exercise of such Warrant and requests that certificates
for such Shares be issued in the name of:
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Name
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Address
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Tax Identification Number
If such number of Shares shall not be all the Shares with respect
to which this Warrant is exercisable, a new Warrant for the balance remaining of
such Shares will be registered in the name of and delivered to:
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Name
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Address
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Tax Identification Number
Date:
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Signature (Signature must
conform in all respects to
name of holder as specified
on the face of this Warrant
Certificate)
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ASSIGNMENT
(To be executed only upon assignment of Warrant Certificate)
For value received, the undersigned hereby sells, assigns and
transfers unto the within Warrant Certificate, together with all right, title
and interest therein, and does hereby irrevocably constitute and appoint the
Secretary of the Company his agent to transfer said Warrant certificate on the
books of the within-named Company, with full power of substitution in the
premises.
Dated: _________________,_____
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NOTE: The above signature should
correspond exactly with the name on
the face of this Warrant
Certificate.
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(Insert Social Security or Other
Identifying Number of Holder)