Void After 5:00 p.m., Warrant to Purchase 525,000
Eastern Standard Time Shares (Subject to Adjustment)
November 6, 2002
ACCENT SOFTWARE INTERNATIONAL LTD.
WARRANT TO PURCHASE ORDINARY SHARES
Accent Software International Ltd. (the "Company"), a corporation
organized and operating under the laws of the State of Israel, hereby
certifies that, for value received, THE SHEMANO GROUP, INC. (the "Holder") is
entitled to purchase from the Company at any time before 5:00 p.m., Eastern
Standard Time, on August 5, 2002, 525,000 shares of the Company's ordinary
shares with a nominal value of NIS .01, subject to the conditions of this
Warrant and to adjustment as hereinafter provided, at a price of $2.44 per
share (the "Warrant Price"), subject to adjustment as hereinafter provided.
In the event the aforesaid expiration date of the Warrant falls on a Saturday
or Sunday, or on a legal holiday on which the New York Stock Exchange, the
American Stock Exchange or the Nasdaq Stock Exchange is closed, then the
Warrant shall expire at 5:00 p.m. Eastern Standard Time on the next
succeeding business day.
SECTION 1. VESTING SCHEDULE. This Warrant shall vest and be exercisable as of
November 6, 1997 (the "Vesting Date").
SECTION 2. METHOD OF EXERCISE. Subject to the foregoing, the Warrant may be
exercised by the Holder as to the whole or any part of the ordinary shares
covered hereby by surrender of the Warrant at the principal office of the
Company, with the Cash Purchase Form attached hereto duly executed and upon
payment to the Company of the Warrant Price for the ordinary shares to be
purchased in cash or by certified check or bank draft. Thereupon, this
Warrant shall be deemed to have been exercised and the person exercising the
same to have become a holder of record of ordinary shares purchased hereunder
for all purposes, and certificates for the appropriate number of fully paid
and non-assessable shares so purchased shall be delivered to the Purchaser
within a reasonable time thereafter. If the Warrant shall be exercised in
respect of a part only of the shares of ordinary shares covered hereby, the
Holder shall be entitled to receive a similar Warrant of like tenor and date
covering the number of ordinary shares in respect of which this Warrant shall
not have been exercised.
SECTION 3. TRANSFERS AND EXCHANGES. If permitted by the provisions of Section
10, the Company shall transfer, from time to time, any outstanding Warrant
upon the books to be maintained for that purpose, upon surrender thereof for
transfer properly endorsed or accompanied by a written assignment of such
Warrant substantially in the form attached hereto duly executed by the Holder
or his agent or attorney and funds sufficient to pay any transfer taxes
payable upon the making of such a transfer. Upon any such transfer, a new
Warrant shall be issued to the transferee and the surrendered Warrant shall
be canceled by the Company.
SECTION 4. REGISTRATION RIGHTS. This Warrant and the ordinary shares issuable
upon exercise hereof are not and, except as provided herein, will not be
registered under the Securities Act of 1933 (the "Act") or state securities
laws. The Holder, by acceptance hereof, and with reference to the Warrant
and the ordinary shares issuable upon exercise of the Warrant, represents and
warrants that:
(a) The Holder is acquiring such securities for the Holder's own account
for investment and not with the view to or in connection with any offering or
distribution, and the Holder has no present intention of selling or otherwise
disposing of such securities.
(b) The Holder is not acquiring such securities for resale or other
disposition upon the occurrence or nonoccurrence of some predetermined event
or circumstance such as, for example, after holding them for any specific
period to realize long-term capital gains, or upon any price rise, or upon
any price decline or for a fixed or determined period in the future.
(c) Notwithstanding anything to the contrary herein, the Holder will not
sell, assign or transfer for value this Warrant or the shares of ordinary
shares issuable upon exercise hereof except pursuant to registration under
the Act or receipt of an opinion of counsel satisfactory to the Company that
registration under the Act is not required, and the Company may place a
legend on this Warrant and on any certificates for such shares acknowledging
the foregoing restrictions.
Subject to the provisions of this Agreement, the Company will use its
reasonable business efforts to cause all the ordinary shares for which the
Holder requested the registration to be registered by the Vesting Date under
the Securities Act to the extent required to permit the disposition by the
Holder of such shares; provided that if such registration shall be in
connection with an underwritten public offering and if the managing
underwriter or underwriters shall advise the Company in writing that in their
opinion the amount of securities requested to be included in such
registration pursuant to this section and pursuant to any other rights
granted by the Company to holders of its securities to request inclusion of
any such securities in such registration exceeds the number of securities
which can be sold in the offering without materially adversely affecting the
offering price, the Company may first include in such registration all
securities the Company proposes to sell, and the Holder shall accept a
reduction (including a total elimination) in the number of shares to be
included in such registration. Nothing in this section shall limit the
Company's ability to withdraw a registration statement it has filed either
before or after effectiveness.
SECTION 5. REGISTRATION PROCEDURES. If and whenever the Company is required
by the provisions of Section 4 to use reasonable business efforts to effect
the registration of any of the ordinary shares underlying this Warrant under
the Securities Act, the Company will as expeditiously as reasonably possible
and at its expense:
(a) prepare and file with the SEC a registration statement with
respect to such shares and use reasonable business efforts to cause such
registration statement to become and remain effective for the period of
time required for the disposition of
such shares as contemplated thereby, not to exceed five years from the
date of this Warrant (the "Disposition Period");
(b) prepare and file with the SEC such amendments and supplements
to such registration statement and the prospectus used in connection
therewith as may be necessary to keep such registration statement
effective for the Disposition Period and as may be necessary to comply
with the provisions of the Securities Act with respect to the disposition
of all shares covered by such registration statement in accordance with
the method of disposition set forth in such registration statement for
such period;
(c) furnish to the Holder and to each underwriter such number of
copies of the registration statement and the prospectus included therein
(including each preliminary prospectus and each document incorporated by
reference therein to the extent then required by the rules and
regulations of the SEC) as such persons may reasonably request in order
to facilitate the public sale or other disposition of the Shares covered
by such registration statement;
(d) use reasonable business efforts to register or qualify the
shares covered by such registration statement under the securities or
blue sky laws of such jurisdictions as the managing underwriter shall
reasonably request and to take all necessary action to keep such
registration or qualification effective as required by this section;
provided that the Company shall not be required to qualify to transact
business as a foreign corporation in any jurisdiction in which it would
not otherwise be required to be so qualified or to take any action which
would subject it to general service of process in any such jurisdictions
in which it is not then so subject;
(e) during the Disposition Period immediately notify in writing the
Holder and each underwriter of the happening of any event as result of
which the prospectus contained in such registration statement, as then in
effect, includes an untrue statement of a material fact or omits to state
any material fact required to be stated therein or necessary to make the
statements therein not misleading in the light of the circumstances then
existing (in which case, the Company shall promptly prepare and file
with the SEC and provide the Holder with revised or supplemental
prospectuses and if so requested by the Company in writing, the Holder
shall promptly take action to cease making any offers of the shares until
receipt and distribution of such revised supplemental prospectuses).
In connection with any registration hereunder, the Holder of this
Warrant shall furnish promptly to the Company in writing such information
(together with such supplements as may be necessary from time to time) with
respect to itself and the proposed disposition as shall be reasonably
necessary in order to ensure compliance with federal and applicable state
securities laws.
SECTION 6. ADJUSTMENT OF WARRANT PRICE. The Warrant Price and the number of
ordinary shares subject to being purchased pursuant to this Warrant shall be
subject to adjustment from time to time as follows:
(a) In case, prior to the expiration of this Warrant by exercise or by
its terms, the Company shall issue any ordinary shares as a share
dividend or subdivide the number of outstanding ordinary shares into a
greater number of shares, then, in either of such cases, the purchase
price per share of the ordinary shares purchasable pursuant to this
Warrant in effect at the time of such action shall be proportionately
reduced and the number of shares at the time purchasable pursuant to this
Warrant shall be proportionately increased; and conversely, in the event
the Company shall contract the number of outstanding ordinary shares by
combining such shares into a smaller number of shares, then, in such
case, the purchase price per ordinary share purchasable pursuant to this
Warrant in effect at the time of such action shall be proportionately
increased, and the number of shares at that time purchasable pursuant to
this Warrant shall be proportionately decreased. If the Company, at any
time during the life of this Warrant, shall declare a dividend payable in
cash on its ordinary shares, and shall at substantially the same time
offer to its shareholders the right to purchase new ordinary shares from
the proceeds of such dividend or for an amount substantially equal to the
dividend, all ordinary shares so issued shall, for purposes of this
Warrant, be deemed to have been issued as a share dividend. Any
dividends paid or distributed upon ordinary shares in shares of any other
class or securities convertible into ordinary shares shall be treated as
a dividend paid in ordinary shares to the extent that ordinary shares are
issuable upon the conversion thereof.
(b) In case, prior to the expiration of this Warrant by exercise or by
its terms, the Company shall be recapitalized by reclassifying its
outstanding ordinary shares into shares of a different par value, or the
Company shall merge into or consolidate with another corporation or shall
sell all or substantially all of its or any of its successor
corporation's property and assets to any other corporation or
corporations (any such corporation being included within the meaning of
the term "successor corporation"), the Holder shall thereafter have the
right to purchase, upon the basis and on the terms and conditions and
during the time specified in this Warrant in lieu of the ordinary shares
of the Company theretofore purchasable upon the exercise of this Warrant,
such shares, securities, or assets as may be issued or payable with
respect to, or in exchange for, the ordinary shares of the Company
theretofore purchasable upon the exercise of this Warrant had such
recapitalization, consolidation, merger, or conveyance not taken place;
and in any such event, the rights of the Holder to an adjustment in the
number of ordinary shares purchased upon the exercise of this Warrant as
herein provided shall continue and be preserved in respect of any shares,
securities, or assets which the Holder becomes entitled to purchase.
(c) If the Company shall set a record date with respect to its ordinary
shares or shall propose to give notice to or take a vote of the holders
of its ordinary shares for any of the purposes set forth in paragraphs
(a) or (b) above, the Company shall give
notice to the Holder at least fifteen (15) days prior to any such action
to be taken. Such notice shall specify the date or expected date, if any
is to be fixed, as of which holders of ordinary shares of record shall be
entitled to participate in any such action.
(d) In case the Company at any time while this Warrant remains unexpired
and unexercised shall sell all or substantially all of its property or
dissolve, liquidate, or wind-up its affairs, the Holder may thereafter
receive upon exercise hereof in lieu of each ordinary share of the
Company which it would have been entitled to receive, the same kind and
amount of any securities or assets which may be issuable, distributable,
or payable upon any such sale, dissolution, liquidation, or winding-up in
respect of each ordinary share of the Company.
SECTION 7. PAYMENT OF TAXES. The Company will pay any documentary stamp taxes
attributable to the initial issuance of ordinary shares issuable upon the
exercise of this Warrant; provided, however, that the Company shall not be
required to pay any tax which may be payable in respect of any transfer
involved in the issue or delivery of any ordinary share certificates in a
name other than that of the Holder in respect of which such shares are
issued, and in such case the Company shall not be required to issue or
deliver any certificate for ordinary shares or any Warrant until the person
requesting the same has paid to the Company the amount of such tax or has
established to the Company's satisfaction that such tax has been paid or that
such person has an exemption from the payment of such tax.
SECTION 8. RESERVATION OF ORDINARY SHARES. There have been reserved, and the
Company shall at all times keep reserved out of the authorized and unissued
ordinary shares, a number of ordinary shares sufficient to provide for the
exercise of the rights of purchase represented by this Warrant. The Company
agrees that all ordinary shares issued upon exercise of this Warrant shall
be, at the time of delivery of the certificates of such shares, validly
issued and outstanding, fully paid and non assessable and listed on any
national securities exchange upon which the other ordinary shares of the
Company are then listed. All warrants surrendered in the exercise of the
rights thereby evidenced shall be canceled by the Company, and such canceled
warrants shall constitute sufficient evidence of the exercise of such
warrants. Promptly after the expiration of this Warrant, the Company shall
certify the total aggregate number of warrants then outstanding, and
thereafter no ordinary shares shall be subject to reservation in respect of
such Warrant which has expired.
SECTION 9. FRACTIONAL INTEREST. The Warrant may only be exercised to purchase
full ordinary shares and the Company shall not be required to issue fractions
of ordinary shares on the exercise of the Warrant. However, if the Holder
exercised all warrants then owned or record by him and such exercise would
result in the issuance of a fractional share, the Company will pay to the
Holder, in lieu of the issuance of any fractional share otherwise issuable,
an amount of cash based on the market value of the ordinary shares of the
Company on the last trading day prior to the exercise date.
SECTION 10. RESTRICTIONS ON TRANSFERABILITY. This Warrant shall not be
transferred, hypothecated or assigned before satisfaction of the conditions
specified in this Section 10,
which conditions are intended to ensure compliance with the provisions of the
Securities Act with respect to the transfer of any Warrant. The Holder, by
acceptance of this Warrant, agrees to be bound by the provisions of this
Section 10.
(a) Except as otherwise provided in this Section 10, each Warrant shall be
stamped or otherwise imprinted with a legend in substantially the following
form:
"This Warrant and the securities represented hereby have not been
registered under the Securities Act of 1933, as amended, and may not be
transferred in violation of such Act, the rules and regulations
thereunder or the provisions of this Warrant."
(b) Notwithstanding the foregoing provision of this Section 10, the
restrictions imposed by this Section 10 upon the transferability of the
Warrant and the legend requirements of the subsection (a) hereof shall
terminate as to any particular Warrant (i) when and so long as such
security shall have been effectively registered under the Securities Act
and disposed of pursuant thereto; or (ii) when the Company shall have
received an opinion of counsel reasonably satisfactory to it that such
securities may be transferred without registration thereof under the
Securities Act. Whenever the restrictions on this Warrant shall
terminate, as hereinabove provided, the Holder shall be entitled to
receive from the Company a new Warrant bearing the following legend in
place of the restrictive legend set forth hereon:
"THE RESTRICTIONS ON THE TRANSFERABILITY OF THE WITHIN WARRANT
CONTAINED IN SECTION 10 HEREOF TERMINATED ____________________,
______, AND ARE OF NO FURTHER FORCE AND EFFECT.
All warrants issued upon registration of transfer, division or combination
of, or in substitution for, any Warrant or Warrants entitled to bear such
legend shall have a similar legend endorsed thereon.
SECTION 11. NOTICES. Any notice pursuant to this Warrant to be given by the
Holder shall be sufficiently given if sent by registered mail, return receipt
requested, postage prepaid, addressed as follows:
Accent Software International Ltd.
28 Pierre Koenig Street
Jerusalem 91503 Israel
Attention: Robert Trachtenberg
Vice President & General Counsel
with a copy to:
Accent Software International Ltd.
2864 South Circle Drive
Suite 340
Colorado Springs, CO 80906
Attention: Robert J. Behr
Chief Financial Officer
Any notice pursuant to this Agreement to be given by the Company to the
Holder shall be sufficiently given if sent by registered mail, return receipt
requested, postage prepaid, addressed as follows:
The Shemano Group, Inc.
601 California Street
Suite 1850
San Francisco, CA 94108
Attention: Estella Trujillo
SECTION 12. SUPPLEMENTS AND AMENDMENTS. the Company may from time to time
supplement or amend this Agreement in order to cure any ambiguity or to
correct or supplement any provision contained herein which may be defective
or inconsistent with any other provision herein, or to make any other
provisions in regard to matters or questions arising hereunder which the
Company may deem necessary or desirable and which shall not be inconsistent
with the provisions of the Warrant and which shall not adversely affect the
interest of the Holder.
SECTION 13. GOVERNING LAW AND JURISDICTION. This Warrant shall be deemed to
be a contract made under the laws of the State of Colorado and shall be
construed in accordance with the laws of Colorado applicable to agreements to
be performed wholly within State of Colorado. Any dispute arising from this
Warrant shall be resolved in the appropriate state or federal court in
Denver, Colorado and the parties hereto consent to the personal jurisdiction
of such court.
SECTION 18. BENEFITS OF THIS WARRANT. Nothing in this Warrant shall be
construed to give to any person or corporation other than the Company and the
Holder any legal or equitable right, remedy or claim under this Warrant; but
this Warrant shall be for the sole and exclusive benefit of the Company and
the Holder. Notwithstanding the foregoing, this Warrant shall not entitle the
Holder to any rights as a shareholder of the Company.
SECTION 19. SUCCESSORS. All the covenants and provisions of this Agreement by
or for the benefit of the Company or the Holder shall bind and inure to the
benefit of their respective successors and assigns hereunder.
IN WITNESS WHEREOF, the parties have entered into this Agreement on the
date written below.
Dated: November 6, 1997
ACCENT SOFTWARE INTERNATIONAL LTD.
By
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Its
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Attest:
- --------------------------
Secretary
TO:
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PURCHASE FORM -- To be executed by the Holder in Order to Exercise the
Warrant.
The undersigned hereby irrevocably elects to exercise the attached Warrant to
purchase for cash, ____________________ of the shares issuable upon the
exercise of such Warrant, and requests that certificates for such shares
shall be issued in the name of:
--------------------------------
Please insert social security (Name)
or other identifying number
or Holder of
certificate (___________________)
--------------------------------
(Address)
--------------------------------
(Signature)
--------------------------------
(Signature)
ASSIGNMENT FORM -- To be Executed By the Holder in Order to Transfer the
Warrant.
FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers
______ of the Warrants represented by the attached Warrant unto
_________________________________ __________________) (Please print or
typewrite name and address including postal zip code OF ASSIGNEE).
(Social Security or other identifying number of assignee:
_____________________) and does irrevocably constitute and appoint
________________________________________ attorney to transfer the Warrant
Certificate on the records of the Company with full power of substitution in
the premises.
Date: , 19 .
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Signature(s)
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NOTICE -- The signature(s) to the Purchase Form or the Assignment Form must
correspond to the name as written upon the face of the Warrant
Certificate in every particular without alteration or enlargement or
any change whatsoever.