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EXHIBIT 10.52
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS
WARRANT HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND MAY NOT BE
TRANSFERRED UNTIL (i) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES ACT") SHALL HAVE BECOME EFFECTIVE WITH RESPECT
THERETO OR (ii) RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL REASONABLY
SATISFACTORY TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER THE SECURITIES
ACT IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER NOR IS SUCH
TRANSFER IN VIOLATION OF ANY APPLICABLE STATE SECURITIES LAWS. THIS LEGEND SHALL
BE ENDORSED UPON ANY WARRANT ISSUED IN EXCHANGE FOR THIS WARRANT OR ANY SHARES
OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT.
WARRANT TO PURCHASE COMMON STOCK
OF
FUTURELINK DISTRIBUTION CORP.
No. _____
This is to Certify That, FOR VALUE RECEIVED, ____________, or assigns
("Holder"), is entitled to purchase, subject to the provisions of this Warrant,
from FutureLink Distribution Corp., a corporation organized under the laws of
the State of Colorado ("Company"), ___________ (________) fully paid, validly
issued and nonassessable shares of common stock, $.0001 par value, of the
Company ("Common Stock") at a price of $.25 per share at any time or from time
to time during the period from [April 29, 1999] until [April 29, 2006], subject
to adjustment as set forth herein. 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". This Warrant, together with warrants of like tenor,
constituting in the aggregate warrants (the "Warrants") to purchase up to
15,000,000 shares of Common Stock, was originally issued in connection with a
private offering of the Company's securities (the "Private Placement") through
Commonwealth Associates ("Commonwealth") in consideration for loans evidenced by
8% senior subordinated convertible promissory notes issued in the Private
Placement (the "Notes").
(a) EXERCISE OF WARRANT; CANCELLATION OF WARRANT.
(1) This Warrant may be exercised in whole or in part at any
time or from time to time on or after [April 29], 1999 and until [April 29],
2006 (the "Exercise Period"), subject to the provisions of Section (j)(2)
hereof; provided, however, that (i) 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, and (ii) in the event of
any merger, consolidation or sale of substantially all the assets of the Company
as an entirety, resulting in any distribution to the Company's stockholders,
prior to [April 29], 2006, the Holder shall have the right to exercise this
Warrant commencing at such time through [April 29], 2006 into the kind and
amount of shares of stock and other securities and property (including cash)
receivable by a holder of the number of shares of Common Stock into which this
Warrant might have been exercisable immediately prior thereto. This Warrant may
be exercised by presentation and surrender hereof to the Company at its
principal office with the Purchase Form annexed hereto duly executed and
accompanied by payment of the Exercise Price for the number of Warrant
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Shares specified in such form. As soon as practicable after each such exercise
of the warrants, but not later than seven (7) days following the receipt of good
and available funds, 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 in proper
form for exercise, 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) At any time during the Exercise Period, the Holder may, at
its option, exchange this Warrant, in whole or in part (a "Warrant Exchange"),
into the number of Warrant Shares determined in accordance with this Section
(a)(2), by surrendering this Warrant at the principal office of the Company or
at the office of its stock transfer agent, accompanied by a notice stating such
Holder's intent to effect such exchange, the number of Warrant Shares to be
exchanged and the date on which the Holder requests that such Warrant Exchange
occur (the "Notice of Exchange"). The Warrant Exchange shall take place on the
date specified in the Notice of Exchange or, if later, the date the Notice of
Exchange is received by the Company (the "Exchange Date"). Certificates for the
shares issuable upon such Warrant Exchange and, if applicable, a new warrant of
like tenor evidencing the balance of the shares remaining subject to this
Warrant, shall be issued as of the Exchange Date and delivered to the Holder
within seven (7) days following the Exchange Date. In connection with any
Warrant Exchange, this Warrant shall represent the right to subscribe for and
acquire the number of Warrant Shares equal to (i) the number of Warrant Shares
specified by the Holder in its Notice of Exchange (the "Total Number") less (ii)
the number of Warrant Shares equal to the quotient obtained by dividing (A) the
product of the Total Number and the existing Exercise Price by (B) the current
market value of a share of Common Stock. Current market value shall have the
meaning set forth Section (c) below, except that for purposes hereof, the date
of exercise, as used in such Section (c), shall mean the Exchange Date.
(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
the Warrants.
(c) FRACTIONAL SHARES. No fractional shares or script 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 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 National Market, the current market value shall be the
last reported sale price of the Common Stock on such exchange or market 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 average of the closing bid and asked prices for
such day on such exchange or market; or
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(2) If the Common Stock is not so listed or admitted to
unlisted trading privileges, but is traded on the Nasdaq SmallCap Market, the
current market value shall be the average of the closing bid and asked prices
for such day on such market and if the Common Stock is not so traded, the
current market value shall be the mean of the last reported bid and asked prices
reported by the NASD Electronic Bulletin Board 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 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. 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 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 PROVISIONS. Subject to the provisions of Section l
hereof, 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:
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(1) In case the Company shall hereafter (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 hereafter 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 current market price
of the Common Stock (as defined in Subsection (8) below) on
the record date mentioned below (if on the record date the
Company is Public), 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
such issuance by a fraction, the numerator of which shall be
the sum of the number of shares of Common Stock outstanding on
the record date mentioned below 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 such current market price per share
of the Common Stock, and the denominator of which shall be the
sum of the number of shares of Common Stock outstanding on
such record date and the number of additional shares of Common
Stock offered for subscription or purchase (or into which the
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
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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 Subsection (8) below), 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) In case the Company shall hereafter issue shares
of its Common Stock (excluding shares issued (a) in any of the
transactions described in Subsection (1) above, (b) upon
exercise of options granted to the Company's officers,
directors and 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), (but only to the extent that the aggregate number of
shares excluded hereby and issued after the date hereof, shall
not exceed 5% of the Company's Common Stock outstanding at the
time of any issuance), (c) upon exercise of options, warrants
and convertible debentures outstanding as of the final closing
of the Private Placement, or conversion of the Notes or the
Warrants, (d) 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, (e) issued in a private placement through
Commonwealth, as placement agent, or upon exercise or
conversion of any securities issued in or in connection with
such a private placement (including agent, consulting or
advisory warrants) or (f) issued in a bona fide public
offering pursuant to a firm commitment underwriting, 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 current market price per share (as defined in
Subsection (8) below) on the date the Company fixes the
offering price of such additional shares, 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 thereto 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 such current market price
per share of Common Stock, 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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(5) In case the Company shall hereafter 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
current market price per share (as defined in Subsection (8)
below) in effect immediately prior to the issuance of such,
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 thereto 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 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 such current market price per
share of Common Stock, and the denominator of which shall be
the sum of the number of shares of Common Stock outstanding
immediately prior to such issuance 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.
(6) Whenever the Exercise Price payable upon exercise
of each Warrant is adjusted pursuant to Subsections (1), (2),
(3), (4) and (5) above, the number of Shares purchasable upon
exercise of this Warrant shall simultaneously be adjusted by
multiplying the number of Shares initially issuable upon
exercise of this Warrant by the Exercise Price in effect on
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
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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) For the purpose of any computation under
Subsections (2), (3), (4) and (5) above, the current market
price per share of Common Stock at any date shall be
determined in the manner set forth in Section (c) hereof
except that the current market price per share shall be deemed
to be the higher of (i) the average of the prices for 30
consecutive business days before such date or (ii) the price
on the business day immediately preceding such date.
(9) No adjustment in the Exercise Price shall be
required unless such adjustment would require an increase or
decrease of at least five cents ($0.05) in such price;
provided, however, that any adjustments which by reason of
this Subsection (9) are not required to be made shall be
carried forward and taken into account in any subsequent
adjustment required to be made hereunder. All calculations
under this Section (f) shall be made to the nearest cent or to
the nearest one-hundredth of a share, as the case may be.
Anything in this Section (f) to the contrary notwithstanding,
the Company shall be entitled, but shall not be required, to
make such changes in the Exercise Price, in addition to those
required by this Section (f), as it shall determine, in its
sole discretion, to be advisable in order that any dividend or
distribution in shares of Common Stock, or any subdivision,
reclassification or combination of Common Stock, hereafter
made by the Company shall not result in any Federal Income tax
liability to the holders of Common Stock or securities
convertible into Common Stock (including Warrants).
(10) Whenever the Exercise Price is adjusted, as
herein provided, the Company shall promptly but no later than
10 days after any request for such an adjustment by the
Holder, cause a notice setting forth the adjusted Exercise
Price and adjusted number of Shares issuable upon exercise of
each Warrant, and, if requested, information describing the
transactions giving rise to such adjustments, to be mailed to
the Holders at their last addresses appearing in the Warrant
Register, and shall cause a certified copy thereof to be
mailed to its transfer agent, if any. In the event the Company
does not provide the Holder with such notice and information
within 10 days of a request by the Holder, then
notwithstanding the provisions of this Section (f), the
Exercise Price shall be immediately adjusted to equal the
lowest Offering Price, Subscription Price or Conversion Price,
as applicable, since the date of this Warrant, and the number
of shares issuable upon exercise of this Warrant shall be
adjusted accordingly. 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.
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(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.
(g) OFFICER'S CERTIFICATE. Whenever the Exercise Price shall be
adjusted as required by the provisions of the foregoing Section, the Company
shall forthwith file in the custody of its Secretary or an Assistant Secretary
at its principal office and with its stock transfer agent, if any, an officer's
certificate showing the adjusted Exercise Price determined as herein provided,
setting forth in reasonable detail the facts requiring such adjustment,
including a statement of the number of additional shares of Common Stock, if
any, and such other facts as shall be necessary to show the reason for and the
manner of computing such adjustment. Each such officer's certificate shall be
made available at all reasonable times for inspection by the holder or any
holder of a Warrant executed and delivered pursuant to Section (a) and the
Company shall, forthwith after each such adjustment, mail a copy by certified
mail of such certificate to the Holder or any such holder.
(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 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
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continuing corporation and which does not result in any reclassification,
capital reorganization or other change of outstanding shares of Common Stock of
the class issuable upon exercise of this Warrant) or in case of any sale, lease
or conveyance to another corporation of the property of the Company as an
entirety, the Company shall, as a condition precedent to such transaction, cause
effective provisions to be made so that the Holder shall have the right
thereafter by exercising this Warrant at any time prior to the expiration of the
Warrant, to purchase the kind and amount of shares of stock and other securities
and property receivable upon such reclassification, capital reorganization and
other change, consolidation, merger, sale or conveyance by a holder of the
number of shares of Common Stock which might have been purchased upon exercise
of this Warrant immediately prior to such reclassification, change,
consolidation, merger, sale or conveyance. Any such provision shall include
provision for adjustments which shall be as nearly equivalent as may be
practicable to the adjustments provided for in this Warrant. The foregoing
provisions of this Section (i) shall similarly apply to successive
reclassifications, capital reorganizations and changes of shares of Common Stock
and to successive consolidations, mergers, sales or conveyances. In the event
that in connection with any such capital reorganization or reclassification,
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 holder will have
registration rights with respect to the Warrant Shares as more particularly set
forth in the subscription agreement executed in connection with the Private
Placement.
(k) REDEMPTION.
(1) The Warrants may be redeemed, at the option of the
Company on not less than thirty (30) days notice (the "Redemption
Notice") to the Holders, at a redemption price of $0.05 per Warrant
(the "Redemption Price"), if (i) the average closing bid price of
the Company's Common Stock for 15 consecutive trading days ending
within five days of the date of the Redemption Notice exceeds the
greater of (a) 300% of the average closing bid price of the Common
Stock for the 10 trading days immediately preceding the first
closing of the Private Placement and (b) $1.50 (the "Target Price")
and (ii) either a registration statement covering the shares of
Common Stock issuable upon exercise of the Warrants has been
declared effective by the Securities and Exchange Commission or two
years has elapsed since the issuance of the Warrants. The date
fixed for redemption of the Warrants (the "Redemption Date") shall
be set forth in the Redemption Notice.
(2) Any right to exercise a Warrant shall terminate at 5:00
P.M. (New York time) on the business day immediately preceding the
Redemption Date. On and after the Redemption Date, Holders of the
Warrants shall have no further rights except to receive, upon
surrender of the Warrant, the Redemption Price.
(3) From and after the Redemption Date, the Company shall,
at the place specified in the Redemption Notice, upon presentation
and surrender to the
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Company by or on behalf of the Holder thereof of one or more
Warrant Certificates evidencing Warrants to be redeemed,
deliver or cause to be delivered to or upon the written order
of such Holder a sum in cash equal to the Redemption Price of
each such Warrant. From and after the Redemption Date and upon
the deposit or setting aside by the Company of a sum
sufficient to redeem all the Warrants called for redemption,
such Warrants shall expire and become void and all rights
hereunder and under the Warrant Certificates, except the right
to receive payment of the Redemption Price, shall cease.
(4) If the shares of the Company's Common Stock are
subdivided or combined into a greater or smaller number of
shares of Common Stock, the Target Price shall be
proportionally adjusted by the ratio which the total number of
shares of Common Stock outstanding immediately prior to such
event bears to the total number of shares of Common Stock to
be outstanding immediately after such event.
FUTURELINK DISTRIBUTION CORP.
By:
----------------------------------
By:
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Dated: , 1999
------------
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PURCHASE FORM
Dated
------------------
The undersigned hereby irrevocably elects to exercise the within Warrant to the
extent of purchasing _____shares of Common Stock and hereby makes payment
of_____ in payment of the actual exercise price thereof.
INSTRUCTIONS FOR REGISTRATION OF STOCK
Name
----------------------------------------
(Please typewrite or print in block letters)
Address
-------------------------------------
Signature
-----------------------------------
ASSIGNMENT FORM
FOR VALUE RECEIVED,____________ hereby sells, assigns and
transfers unto
Name
----------------------------------------
(Please typewrite or print in block letters)
Address
-------------------------------------
the right to purchase Common Stock represented by this Warrant to the extent of
____________ shares as to which such right is exercisable and does hereby
irrevocably constitute and appoint _______________ Attorney, to transfer the
same on the books of the Company with full power of substitution in the
premises.
Date
-----------------------------
Signature
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The Company issued a warrant in substantially the form attached hereto on
Exhibit 10.52 to the following selling stockholders included in this
Registration Statement, entitling each to purchase the following respective
number of shares of common stock.
Number of
Shares of
Name Common Stock
---- ------------
Bill Arnett 17,790
Charles A. Barnes, Jr. 8,895
Edwin J. Beattie 7,413
Robert Bettinger 14,529
Jerome Dreyfuss 14,825
Merrill Lynch Canada Inc. ITF Doug Evans 5,337
Ilya Gaba and Alice Gaba 5,930
Jonathan L. Glashow 29,650
Just In Case, Ltd. 14,825
Eugene Mascarenhas 4,448
David Nelson and Donna Nelson 59,300
Jody Nelson 4,744
Allen Notowitz 29,650
William and Linda O'Neill 11,860
Avtar Sandhu 11,860
Gary and Barbra Schultz 14,825
Alvin Shrager
M. Frank and Barbra J. Shrager 5,930
May Shubash 8,895
Ventana Partners, LP 11,860
Seymour Wasserstrum 7,413
Wasson Capital Advisors Limited 23,720
Ora Zabloski 8,895
