Exhibit 10(bb) STOCK PURCHASE WARRANT
WARRANT TO PURCHASE 345 SHARES
of
6% CONVERTIBLE PREFERRED STOCK
No. PW-1 EXPIRES AT 5:00 P.M., PACIFIC TIME, ON SEPTEMBER 30, 2002
INTERLEAF, INC.
This certifies that Linda S. Capello, the registered holder hereof
or assigns (the "Warrantholder") is entitled to purchase from Interleaf, Inc., a
Massachusetts corporation (the "Company"), at any time before the expiration
time and date shown above (the "Expiration Time") at the purchase price per
share of $1,000 (the "Warrant Price"), the number of shares shown above of the
6% Convertible Preferred Stock ("6% Preferred Stock") of the Company. The number
and class of shares purchasable upon exercise of this Warrant and the Warrant
Price per share shall be subject to adjustment from time to time as set forth
below.
Section 1. Transferability and Form of Warrant.
1.1 Registration. This Warrant shall be numbered and shall be
registered on the books of the Company.
1.2 Transfer. This Warrant shall be transferable on the books of the
Company only upon delivery thereof duly endorsed by the Warrantholder or duly
authorized attorney or representative, accompanied by proper evidence of
succession, assignment or authority to transfer. Upon any registration of
transfer, the Company shall execute and deliver a new Warrant to the person
entitled thereto. This Warrant may be divided or combined, upon request to the
Company by the Warrantholder, into a certificate or certificates representing
the right to purchase the same aggregate number of shares. Unless the context
indicates otherwise, the term "Warrantholder" shall include any transferee or
transferees of a Warrant and the term "Warrant" shall include any and all
warrants issued upon division, exchange, substitution or transfer of this
Warrant. Notwithstanding the foregoing, the Warrantholder shall not transfer the
Warrant or the securities underlying the Warrants in a private transaction
without advance permission from the Company, except for transfers to partners or
immediate family members.
1.3 Form of Warrant. The Warrant shall be executed on behalf of the
Company by its President, Vice President or other authorized officer, and shall
be dated as of the date of signature thereof by the Company either upon initial
issuance or upon division, exchange, substitution or transfer. A Warrant bearing
the signature of an individual who was at any time the proper officer of the
Company shall bind the Company, notwithstanding that such individual shall have
ceased to hold such office prior to the delivery of such Warrant. The form of
election to exercise this Warrant and the form of assignment of this Warrant
shall be substantially as attached hereto.
Section 2. Payment of Taxes.
The Company will pay all documentary stamp taxes, if any,
attributable to the initial issuance of shares to the Warrantholder; provided,
however, that the Company shall not be required to pay any tax or taxes which
may be payable in respect of any secondary transfer of the Warrant or the
shares.
STOCK PURCHASE WARRANT
WARRANT TO PURCHASE 229 SHARES
of
6% CONVERTIBLE PREFERRED STOCK
No. PW-2 EXPIRES AT 5:00 P.M., PACIFIC TIME, ON SEPTEMBER 30, 2002
INTERLEAF, INC.
This certifies that Gerard K. Capello, the registered holder hereof
or assigns (the "Warrantholder") is entitled to purchase from Interleaf, Inc., a
Massachusetts corporation (the "Company"), at any time before the expiration
time and date shown above (the "Expiration Time") at the purchase price per
share of $1,000 (the "Warrant Price"), the number of shares shown above of the
6% Convertible Preferred Stock ("6% Preferred Stock") of the Company. The number
and class of shares purchasable upon exercise of this Warrant and the Warrant
Price per share shall be subject to adjustment from time to time as set forth
below.
Section 1. Transferability and Form of Warrant.
1.1 Registration. This Warrant shall be numbered and shall be
registered on the books of the Company.
1.2 Transfer. This Warrant shall be transferable on the books of the
Company only upon delivery thereof duly endorsed by the Warrantholder or duly
authorized attorney or representative, accompanied by proper evidence of
succession, assignment or authority to transfer. Upon any registration of
transfer, the Company shall execute and deliver a new Warrant to the person
entitled thereto. This Warrant may be divided or combined, upon request to the
Company by the Warrantholder, into a certificate or certificates representing
the right to purchase the same aggregate number of shares. Unless the context
indicates otherwise, the term "Warrantholder" shall include any transferee or
transferees of a Warrant and the term "Warrant" shall include any and all
warrants issued upon division, exchange, substitution or transfer of this
Warrant. Notwithstanding the foregoing, the Warrantholder shall not transfer the
Warrant or the securities underlying the Warrants in a private transaction
without advance permission from the Company, except for transfers to partners or
immediate family members.
1.3 Form of Warrant. The Warrant shall be executed on behalf of the
Company by its President, Vice President or other authorized officer, and shall
be dated as of the date of signature thereof by the Company either upon initial
issuance or upon division, exchange, substitution or transfer. A Warrant bearing
the signature of an individual who was at any time the proper officer of the
Company shall bind the Company, notwithstanding that such individual shall have
ceased to hold such office prior to the delivery of such Warrant. The form of
election to exercise this Warrant and the form of assignment of this Warrant
shall be substantially as attached hereto.
Section 2. Payment of Taxes.
The Company will pay all documentary stamp taxes, if any,
attributable to the initial issuance of shares to the Warrantholder; provided,
however, that the Company shall not be required to pay any tax or taxes which
may be payable in respect of any secondary transfer of the Warrant or the
shares.
STOCK PURCHASE WARRANT
WARRANT TO PURCHASE 190 SHARES
of
6% CONVERTIBLE PREFERRED STOCK
No. PW-3 EXPIRES AT 5:00 P.M., PACIFIC TIME, ON SEPTEMBER 30, 2002
INTERLEAF, INC.
This certifies that Lawrence K. Fleishman, the registered holder
hereof or assigns (the "Warrantholder") is entitled to purchase from Interleaf,
Inc., a Massachusetts corporation (the "Company"), at any time before the
expiration time and date shown above (the "Expiration Time") at the purchase
price per share of $1,000 (the "Warrant Price"), the number of shares shown
above of the 6% Convertible Preferred Stock ("6% Preferred Stock") of the
Company. The number and class of shares purchasable upon exercise of this
Warrant and the Warrant Price per share shall be subject to adjustment from time
to time as set forth below.
Section 1. Transferability and Form of Warrant.
1.1 Registration. This Warrant shall be numbered and shall be
registered on the books of the Company.
1.2 Transfer. This Warrant shall be transferable on the books of the
Company only upon delivery thereof duly endorsed by the Warrantholder or duly
authorized attorney or representative, accompanied by proper evidence of
succession, assignment or authority to transfer. Upon any registration of
transfer, the Company shall execute and deliver a new Warrant to the person
entitled thereto. This Warrant may be divided or combined, upon request to the
Company by the Warrantholder, into a certificate or certificates representing
the right to purchase the same aggregate number of shares. Unless the context
indicates otherwise, the term "Warrantholder" shall include any transferee or
transferees of a Warrant and the term "Warrant" shall include any and all
warrants issued upon division, exchange, substitution or transfer of this
Warrant. Notwithstanding the foregoing, the Warrantholder shall not transfer the
Warrant or the securities underlying the Warrants in a private transaction
without advance permission from the Company, except for transfers to partners or
immediate family members.
1.3 Form of Warrant. The Warrant shall be executed on behalf of the
Company by its President, Vice President or other authorized officer, and shall
be dated as of the date of signature thereof by the Company either upon initial
issuance or upon division, exchange, substitution or transfer. A Warrant bearing
the signature of an individual who was at any time the proper officer of the
Company shall bind the Company, notwithstanding that such individual shall have
ceased to hold such office prior to the delivery of such Warrant. The form of
election to exercise this Warrant and the form of assignment of this Warrant
shall be substantially as attached hereto.
Section 2. Payment of Taxes.
The Company will pay all documentary stamp taxes, if any,
attributable to the initial issuance of shares to the Warrantholder; provided,
however, that the Company shall not be required to pay any tax or taxes which
may be payable in respect of any secondary transfer of the Warrant or the
shares.
Section 3. Mutilated or Missing Warrants.
In case this Warrant shall be mutilated, lost, stolen or destroyed,
the Company shall, at the request of the Warrantholder, issue and deliver in
exchange and substitution for and upon cancellation of the mutilated Warrant, or
in lieu of and in substitution for the lost, stolen or destroyed Warrant, a new
Warrant of like tenor, but only upon receipt of evidence satisfactory to the
Company of such loss, theft or destruction of such Warrant. The applicant shall
also comply with such other reasonable regulations and pay such other reasonable
administrative charges as the Company may prescribe.
Section 4. Reservation of Shares.
There has been reserved, and the Company shall at all times keep
reserved so long as this Warrant remains outstanding, out of its authorized
shares of capital stock, such number and class of shares as shall be subject to
purchase under this Warrant. Such reserved shares shall be used solely for
issuances upon exercise of this Warrant. Shares of any class issued upon
exercise of this Warrant shall have all the rights and privileges of other
shares of the same class, whenever issued, subject to the adjustment provisions
set forth below.
Section 5. Exercise of Warrant.
5.1 Exercise by Cash Payment. The Holder of this Warrant shall have
the right at any time and from time to time to exercise this Warrant in full or
in part by surrender of this Warrant to the Company accompanied by payment to
the Company in cash or by certified or cashier's check or by wire transfer of
funds of the aggregate Warrant Price for the number of shares in respect of
which this Warrant is then exercised.
5.2 Cashless Exercise. This Warrant may be exercised in full or in
part by surrender of this Warrant to the Company accompanied by written notice
substantially in the form attached hereto of the holder's election to effect
cashless exercise ("Cashless Exercise"). Upon Cashless Exercise, the holder
shall be entitled to receive, in respect of each share for which this Warrant is
then exercised, that number of shares of 6% Preferred Stock (or such other class
of shares as may then be issuable upon exercise hereof) which, valued at Current
Value, have a value equal to the Current Value of each share as to which this
Warrant is then being exercised less the Warrant Price payable for such share.
Current Value of a share as to which this Warrant is being exercised shall be
the total Current Market Value of the number of shares of Common Stock of the
Company issuable upon conversion of such share at the Conversion Price in effect
on the date of such Cashless Exercise. Current Market Value of the Common Stock
shall be as defined in Section 7.
5.3 Delivery of Certificates. Upon exercise of this Warrant the
Company shall issue and cause to be delivered with all reasonable dispatch to or
upon the written order of the Warrantholder and in such name or names as the
Warrantholder may designate, a certificate or certificates for the number of
full shares issuable upon such exercise together with cash, as provided in
Section 7 hereof, in respect of any fractional shares. The Company shall effect
such issuance immediately and shall transmit the certificates by messenger or
overnight delivery service to reach the address designated by the Warrantholder
within two business days after receipt of the Warrant Price or, in the case of a
cashless exercise, after receipt of the Warrant. Such certificate or
certificates shall be deemed to have been issued and any person so designated to
be named therein shall be deemed to have become a holder of record of such
shares as of the date of surrender of the Warrant and payment of the Warrant
Price, as aforesaid, notwithstanding that the certificates representing such
shares shall not actually have been delivered or that the stock transfer books
of the Company shall then be closed. In the event of partial exercise a new
Warrant evidencing the remaining portion of this Warrant will be issued by the
Company.
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5.4 Simultaneous Conversion. Subject to the applicable conversion
restrictions and other terms of the 6% Preferred Stock, the Warrantholder may
elect to convert the convertible securities issuable upon exercise of this
Warrant simultaneously with the exercise of this Warrant and may give written
notice of such election substantially in the form attached hereto. Upon such
election the Company need not issue certificates representing the convertible
securities issuable upon exercise of this Warrant, but shall issue and deliver
as provided in the foregoing Section certificates representing the securities to
which the holder is entitled upon such conversion.
Section 6. Adjustment of Warrant Price and Number of Shares.
6.1 Adjustments. The number and kind of securities purchasable upon
the exercise of the Warrants and the Warrant Price shall be subject to
adjustment from time to time upon the happening of certain events, as follows:
(a) If the shares purchasable upon exercise of the Warrants are
subdivided, combined or reclassified, or if other shares of the kind so
purchasable are issued in respect thereof as a dividend thereon (excluding
dividends required by the charter provisions governing such shares), the
number and class of shares purchasable upon exercise of the Warrants
immediately prior thereto shall be adjusted so that the Warrantholder
shall be entitled to receive the kind and number of shares or other
securities of the Company which it would have owned or would have been
entitled to receive after the happening of any of the events described
above, had the Warrants been exercised immediately prior to the happening
of such event or any record date with respect thereto. Any adjustment made
pursuant to this paragraph (a) shall become effective immediately after
the effective date of such event retroactive to the record date, if any,
for such event.
(b) If the shares purchasable upon exercise of the Warrants become
entitled to receive a distribution of evidences of indebtedness or assets
(excluding dividends required by the charter provisions governing such
shares) or rights, options, warrants or convertible securities containing
the right to subscribe for or purchase securities or assets of the
Company, then, in each case, the number of shares thereafter purchasable
upon the exercise of the Warrants shall be determined by multiplying the
number of shares theretofore purchasable upon exercise of the Warrants by
a fraction, of which the numerator shall be the then Current Value on the
date of such distribution, and of which the denominator shall be such
Current Value on such date minus the then fair value of the portion of the
assets or evidence of indebtedness so distributed or of such subscription
rights, options or warrants applicable to one share. Such adjustment shall
be made whenever any such distribution is made and shall become effective
on the date of distribution retroactive to the record date for the
determination of shareholders entitled to receive such distribution.
Current Value shall have the meaning set forth in Section 5.2.
(c) No adjustment in the number of shares purchasable hereunder
shall be required unless such adjustment would require an increase or
decrease of at least one percent (1%) in the number of shares then
purchasable upon the exercise of a Warrant; provided, however, that any
adjustments which by reason of this paragraph (c) are not required to be
made immediately shall be carried forward and taken into account in any
subsequent adjustment.
(d) Whenever the number or class of shares purchasable upon the
exercise of a Warrant is adjusted as herein provided, a corresponding
adjustment in the Warrant Price shall be made so that the aggregate
Warrant Price payable upon full exercise of this Warrant shall remain the
same. If such adjustment results in more than one class of security being
purchasable upon exercise of this Warrant, the adjusted Warrant Price
shall be allocated to such securities on the basis of their respective
fair market values.
(e) Whenever the number or class of shares purchasable upon the
exercise of a Warrant or the Warrant Price is adjusted as herein provided,
the Company shall cause to be promptly mailed to the
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Warrantholder by first class mail, postage prepaid, notice of such
adjustment or adjustments setting forth the number and class of shares
purchasable upon the exercise of a Warrant and the Warrant Price after
such adjustment, together with a brief statement of the facts requiring
such adjustment and the computation by which such adjustment was made. If
any holder disputes the computation of such adjustment the Corporation
shall cause independent public accountants selected by the Corporation to
verify and, if necessary, correct such computation.
(f) The term "Common Stock" shall mean (i) the class of stock
designated as the Common Stock of the Company at the issue date of this
Warrant or (ii) any other class of stock resulting from successive changes
or reclassifications of such Common Stock, and the term "6% Preferred
Stock" shall mean (x) the class or series of stock which is initially
purchasable upon exercise hereof, or (y) any other class or series of
stock resulting from successive reclassifications or changes of such 6%
Preferred Stock. In the event that at any time, as a result of an
adjustment made pursuant to this Section, the Warrantholder shall become
entitled to purchase any securities of the Company other than shares of 6%
Preferred Stock, thereafter the number of such other securities so
purchasable upon exercise of the Warrant and the Warrant Price of such
securities 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 shares contained in this Section.
6.2 No Adjustment for Dividends. Except as provided in Subsection
6.1, no adjustment in respect of any dividends shall be made during the term of
the Warrant or upon the exercise of the Warrant.
6.3 Preservation of Purchase Rights upon Reclassification,
Consolidation, etc. In case of any reclassification of the securities of the
Company or any consolidation of the Company with or merger of the Company into
another corporation or in case of any sale or conveyance to another corporation
of the property, assets or business of the Company as an entirety or
substantially as an entirety, the Company or such successor or purchasing
corporation, as the case may be, shall provide by agreement that the
Warrantholder shall have the right thereafter upon payment of the Warrant Price
in effect immediately prior to such action to purchase upon exercise of the
Warrant the kind and amount of shares and other securities and property which he
would have owned or have been entitled to receive after the happening of such
reclassification, consolidation, merger, sale or conveyance had the Warrant been
exercised immediately prior to such action. Such agreement shall provide for
adjustments, which shall be as nearly equivalent as may be practicable to the
adjustments provided for in this Section. The provisions of this subsection
shall similarly apply to successive reclassifications, consolidations, mergers,
sales or conveyances.
6.4 Statement on Warrant Certificates. Irrespective of any
adjustments in the Warrant Price or the number of securities purchasable upon
the exercise of the Warrant, the Warrant certificate or certificates theretofore
or thereafter issued may continue to express the same price and number of
securities as are stated in the similar Warrant certificates initially issued.
Section 7. Fractional Interests; Current Market Price; Closing Bid
Price.
The Company shall not be required to issue fractional shares on the
exercise of the Warrant. If any fraction of a share would, except for the
provisions of this Section, be issuable on the exercise of the Warrant (or
specified portion thereof), the Company shall pay an amount in cash equal to the
then Current Value (as defined in Section 5.2) multiplied by such fraction. The
term "Current Market Price" of the Common Stock shall mean (i) if the Common
Stock is traded in the over-the-counter market or on the National Association of
Securities Dealers, Inc. Automated Quotations System ("NASDAQ"), the average per
share closing bid prices of the Common Stock on the 20 consecutive trading days
immediately preceding the date in question, as reported by NASDAQ or an
equivalent generally accepted reporting service, or (ii) if the Common Stock is
traded on a national securities exchange, the average for the 20 consecutive
trading days immediately preceding the date in question of the daily per share
closing bid prices of the Common Stock on the principal stock exchange on which
it is listed, or (iii) if the Common Stock is not so listed or traded, the fair
market value of the Common Stock as determined in good faith by the board of
directors of the Company. The term "closing bid price" shall mean the last bid
price on the day in question as reported by NASDAQ or an equivalent generally
accepted reporting service or (as the case may be) as reported by the principal
stock exchange on which the Common Stock is listed, or if not so reported, as
reasonably
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determined in good faith by the Board of Directors of the Company.
Section 8. No Rights as Shareholder; Notices to Warrantholder.
Nothing contained herein shall be construed as conferring upon the
Warrantholder any rights whatsoever as a shareholder of the Company, including
the right to vote, to receive dividends, to consent or to receive notices as a
shareholder in respect of any meeting of shareholders for the election of
directors of the Company or any other matter. If, however, at any time prior to
the expiration of the Warrant and prior to its exercise, any of the following
events shall occur:
(a) any action which would require an adjustment pursuant to
Sections 6.1 or 6.3; or
(b) a dissolution, liquidation or winding up of the Company (other
than in connection with a consolidation, merger or sale of its property,
assets and business, as an entirety) shall be proposed;
then in any one or more of said events, the Company shall give notice in writing
of such event to the Warrantholder at least 10 business days prior to the date
fixed as a record date or the date of closing the transfer books or other
applicable date with respect thereto. Such notice shall specify such record date
or the date of closing the transfer books, as the case may be.
Any notice to the Warrantholder shall be given at the address of the
Warrantholder appearing on the books of the Company, and if the Warrantholder
has specified a telecopier address, by facsimile transmission to such address.
Section 9. Registration and Indemnification.
The holder of this Warrant and the holder of shares of 6% Preferred
Stock issued upon exercise of this Warrant shall have the same rights and
obligations with respect to registration under the Securities Act of 1933, and
with respect to indemnification in connection with any such registration, as if
such holder were one of the Investors under the Preferred Stock Investment
Agreements entered into between the Company and the original purchasers of the
6% Preferred Stock of the Company, excluding, however, the provisions of the
first sentence of Section 1.4(b)(iv) of said Agreements. Such rights and
obligations shall continue until one year after the expiration or earlier
exercise of this Warrant.
Section 10. Expiration of Warrant.
10.1 If not theretofore exercised, this Warrant shall terminate at
5:00 p.m. Pacific time on the date shown in the caption hereof.
Section 11. Successors.
All the covenants and provisions of this Agreement by or for the
benefit of the Company or the Warrantholder shall bind and inure to the benefit
of their respective successors and assigns hereunder.
Section 12. Merger or Consolidation of the Company.
The Company will not merge or consolidate with or into any other
corporation or sell all or substantially all of its property to another
corporation, unless the provisions of Section 6.3 are complied with.
Section 13. Applicable Law.
This Agreement shall be deemed to be a contract made under the laws
of the State of New York and for all purposes shall be construed in accordance
with the laws of said State.
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Section 14. Special Limitations.
The holder agrees that until September 30, 1998 it will not exercise
any Warrants without the Company's approval in any month during which, or
following a month in which, the trading price of the Common Stock is at any time
below $3.00 per share. Further, the holder agrees that it will consult with the
Company prior to exercising any Warrants, but the Company's approval is not
required except as expressly provided herein.
IN WITNESS WHEREOF, the Company has caused this Warrant to be
executed by a duly authorized officer of the Company.
Interleaf, Inc.
By: /s/ Jaime W. Ellertson
-----------------------------
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PURCHASE FORM
The undersigned hereby irrevocably elects to exercise the right
of purchase represented by the within Warrant in respect of ______________ of
the shares provided for therein, and requests that certificates be issued in the
name of:
__________________________________________________________________________
(Please Print Name, Address and Taxpayer Identification Number)
__________________________________________________________________________
and, if said number of shares shall not be all the shares purchasable hereunder,
that a new Warrant certificate for the balance of the shares purchasable under
the within Warrant be registered in the name of the undersigned Warrantholder or
his Assignee as below indicated and delivered to the address stated below.
The undersigned:
|_| elects to pay the full Warrant Price in cash or by certified or cashier's
check or wire funds transfer
|_| elects "cashless exercise" pursuant to Section 5.2 of the Warrant
"Current Value" for purposes of Cashless Exercise is: $__________
Number of shares issuable on Cashless Exercise is: ___________ shares
|_| elects simultaneous conversion pursuant to Section 5.4 of the Warrant
Dated: ________________ _____________________________
Signature of Warrantholder
The above signature must correspond with the name appearing upon the face of
this Warrant in every particular, without alteration or enlargement or any
change whatever.
Name of Assignee, if any: ____________________________
(Please Print)
______________________________________________________
(Please print Name, Address and Taxpayer
Identification Number)
______________________________________________________
Signature Guaranteed: Signature guarantee is required if certificates are to be
registered in the name of any person other than the name
written upon the face of the Warrant. Signature must be
guaranteed by a commercial bank or trust company or a
member firm of the New York Stock Exchange.
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ASSIGNMENT
(To be signed only upon assignment of Warrant)
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
_________________________________________________________________
(Name and Address of Assignee Must Be Printed or Typewritten)
_________________________________________________________________
(Relationship to Registered Holder)
_________________________________________________________________
(Taxpayer Identification Number of Assignee)
the within Warrant, hereby irrevocably constituting and appointing
____________________ Attorney to transfer said Warrant on the books of the
Company, with full power of substitution in the premises.
Dated: ________________, 19__ ______________________________
Signature of Registered Holder
Signature Guaranteed: The above signature must correspond with the name
appearing upon the face of this Warrant in every
particular, without alteration or enlargement or any
change whatever, and must be guaranteed by a commercial
bank or trust company or a member firm of the New York
Stock Exchange.
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