NEITHER THE WARRANTS REPRESENTED BY THIS WARRANT CERTIFICATE NOR ANY
SHARES ACQUIRED UPON THE EXERCISE OF SUCH WARRANTS HAVE BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY OTHER SECURITIES LAWS,
NOR MAY SUCH WARRANTS OR SHARES BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED
OF IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER
SUCH ACT OR OTHER LAWS. THIS WARRANT AND SUCH SHARES MAY BE TRANSFERRED
ONLY IN COMPLIANCE WITH THE CONDITIONS SPECIFIED IN THIS WARRANT.
DIRECTRIX, INC.
Common Stock Purchase Warrant
No. X Warrants
NOT EXERCISABLE AFTER THE DATES SPECIFIED HEREIN
THIS WARRANT CERTIFICATE CERTIFIES THAT ("Holder"), or registered
assigns, is the registered holder of the number of warrants (the "Warrants") set
forth above, each of which entitles such holder hereof, subject to the terms,
provisions and conditions set forth herein, to purchase from Directrix, Inc., a
Delaware corporation (the "Company"), prior to 10 years from the date hereof and
upon the occurrence of certain events as provided in Section 1(a) hereof at the
principal office of the Company or such other location designated by the Company
in accordance with the terms set forth herein, one fully paid and non-assessable
share of the Common Stock of the Company, par value $.01 per share ("Common
Stock"), upon presentation and surrender of this Warrant Certificate with the
Form of Election to Purchase attached hereto duly executed and payment in full
(in cash or by certified or official bank or bank cashier's check payable to the
order of the Company) of the applicable Purchase Price as to which the
Warrant(s) represented by the Warrant Certificate are exercised, all subject to
the terms, provisions and conditions hereof. The Warrants represented by this
Certificate are being issued in consideration of acting as a lender to the
Company in connection with the Amended and Restated Loan and Security Agreement,
dated as of February 16, 2000 (the "Loan Agreement"), by and among the Company
and the persons whose names and addresses appear on Schedule 1.01 attached
thereto.
The rights of the holder of this Warrant Certificate shall be
subject to the following further terms and conditions:
SECTION 1. EXERCISE OF WARRANTS; PURCHASE PRICE.
(a) Subject to the provisions of Section 6(d) hereof, the registered
holder of this Warrant Certificate may exercise the Warrants evidenced hereby,
in whole or in part, at any time prior to 5:00 p.m., New York City time, on
February 15, 2010 (the "Final Expiration Date"), upon surrender of this Warrant
Certificate, with the Form of Election to Purchase attached hereto duly
executed, to the Company at its office maintained pursuant to Section 2(b)
hereof, together with payment of the Purchase Price for each share of Common
Stock as to which the Warrants are exercised. Each warrant not exercised prior
to 5:00 p.m., New York City time, on the Final Expiration Date shall become void
and all rights thereunder shall cease as of such time.
(b) The purchase price for each share of Common Stock purchased
pursuant to the exercise of a Warrant shall be $0.01 (the "Purchase Price");
provided, however, that the Purchase Price shall be subject to adjustment from
time to time as provided in Section 8 hereof. The aggregate Purchase Price shall
be payable in cash or by certified or official bank or bank cashier's check
payable to the order of the Company, or by any other means consented to by the
Company.
(c) Upon receipt of this Warrant Certificate representing
exercisable Warrants, with the Form of Election to Purchase duly executed,
accompanied by payment of the aggregate Purchase Price for the shares to be
purchased and an amount equal to any applicable transfer tax required to be paid
by the holder of this Warrant Certificate in accordance with Section 6 hereof,
the Company shall thereupon promptly (i) cause to be issued to the holder hereof
the Common Stock certificates for the number of whole shares of Common Stock to
be purchased and (ii) when appropriate, pay to the registered holder hereof, in
lieu of the issuance of fractional shares to which such holder would otherwise
be entitled, an amount in cash in accordance with Section 11 hereof.
(d) If the registered holder of this Warrant Certificate shall
exercise less than all the Warrants evidenced hereby, a new Warrant Certificate
evidencing Warrants equivalent to the Warrants remaining unexercised shall be
issued by the Company to the registered holder of this Warrant Certificate or to
his duly authorized assigns, subject to the provisions of Section 11 hereof.
SECTION 2. SPLIT UP, COMBINATION AND EXCHANGE OF WARRANT CERTIFICATES;
MUTILATED, DESTROYED, LOST OR STOLEN WARRANT CERTIFICATES.
(a) Subject to the provisions of Section 11 hereof, at or prior to
the Final Expiration Date this Warrant Certificate, with or without other
Warrant Certificates, may be split up, combined or exchanged for another Warrant
Certificate or Warrant Certificates, entitling the registered holder to purchase
a like number of shares of Common Stock as the Warrant Certificate or Warrant
Certificates surrendered then entitled such holder to purchase. Any registered
holder desiring to split up, combine or exchange this Warrant Certificate shall
make such request in writing delivered to the Company, and shall surrender the
Warrant Certificate or Warrant Certificates to be split up, combined or
exchanged at the office of the Company maintained for such purpose as set forth
below. Thereupon the Company shall sign and deliver to the person entitled
thereto a Warrant Certificate or Warrant Certificates, as the case may be, as so
requested. The Company may require payment of a sum sufficient to cover any
transfer tax that may be imposed in connection with any split-up, combination or
exchange of Warrant Certificates.
Upon receipt by the Company of evidence reasonably satisfactory to
it of the loss, theft, destruction or mutilation of a Warrant Certificate, and,
in case of loss, theft or destruction, of indemnity or security reasonably
satisfactory to it and reimbursement to the Company of all reasonable expenses
incidental thereto, and upon surrender and cancellation of the Warrant
Certificate if mutilated, the Company will make and deliver a new Warrant
Certificate of like tenor to the registered owner in lieu of the Warrant
Certificate so lost, stolen, destroyed or mutilated.
(b) The Company will maintain an office (which may be an agency
maintained at a bank) in the City of New York in the State of New York where
notices, presentations and demands in respect of any Warrants may be made upon
it and where it will maintain the Warrant register upon which transfers and
exchanges of Warrants shall be recorded. Such office shall be maintained AT
DIRECTRIX, INC., 236 WEST 26TH Street, 12th Floor, New York, New York 10001,
until such time as the Company shall notify the holders of the Warrants of any
change of location of such office.
SECTION 3. SUBSEQUENT ISSUE OF WARRANT CERTIFICATES. Subsequent to
their original issuance, no Warrant Certificates shall be issued except (a)
Warrant Certificates issued upon any transfer, combination, split-up or exchange
of Warrants pursuant to the terms, conditions and provisions hereof, (b) Warrant
Certificates issued in replacement of mutilated, destroyed, lost or stolen
Warrant Certificates pursuant to Section 2 hereof, (c) Warrant Certificates
issued pursuant to Section 1(d) hereof upon the partial exercise of any Warrant
Certificate to evidence the unexercised portion of such Warrant Certificate, (d)
Warrant Certificates issued pursuant to Section 8(e) hereof and (e) Warrant
Certificates issued pursuant to Section 14 hereof.
SECTION 4. CANCELLATION AND DESTRUCTION OF WARRANT Certificates. All
Warrant Certificates surrendered for the purpose of exercise, exchange,
substitution, transfer, split-up or combination shall be cancelled by the
Company, and no Warrant Certificates shall be issued in lieu thereof except as
expressly permitted by any of the provisions of this Warrant Certificate. The
Company shall cancel and retire any other Warrant Certificates purchased or
acquired by the Company otherwise than upon the exercise thereof.
SECTION 5. OWNERSHIP; RESTRICTIONS ON TRANSFER; REGISTRATION OF
TRANSFERS.
(a) Except as otherwise permitted by this Section 5, each Warrant
Certificate (including each Warrant Certificate issued upon the transfer of such
Warrant Certificate) shall be stamped or otherwise imprinted with legends in
substantially the following form:
"Neither the Warrants represented by this Warrant Certificate nor
any shares acquired upon the exercise of such Warrants have been
registered under the Securities Act of 1933, as amended or any other
securities laws nor may such Warrants or shares be transferred, sold
or otherwise disposed of in the absence of such registration or an
exemption therefrom under such act or other laws. This Warrant and
such shares may be transferred only in compliance with the
conditions specified in this Warrant."
(b) Except as otherwise permitted by this Section 5, and subject to
the terms of a Registration Rights Agreement of even date herewith by and among
the Company, Holder, Leland Nolan and Donald McDonald, each certificate for
Common Stock (or other securities) issued upon the exercise of this Warrant, and
each certificate issued upon the transfer of any such Common Stock (or other
securities), shall be stamped or otherwise imprinted with a legend in
substantially the following form:
"The shares represented by this certificate have not been registered
under the Securities Act of 1933, as amended or any other securities
laws and may not be transferred, sold or otherwise disposed of in
the absence of such registration or an exemption therefrom under
such Act or other laws. Such shares may be transferred, sold or
otherwise disposed of only in compliance with the conditions
specified in the Common Stock Purchase Warrants issued by Directrix,
Inc. A complete and correct copy of the form of such Warrant is
available for inspection at the principal office of Directrix, Inc.
or at the office or agency maintained by Directrix, Inc. as provided
in such Warrants and will be furnished to the holder of such shares
upon written request and without charge."
(c) Prior to any transfer of any Warrant Certificate that is not
registered under an effective registration statement under the Securities Act of
1933 (the "Securities Act"), the holder thereof will give written notice to the
Company of such holder's intention to effect such transfer and to comply in all
other respects with this Section 5. Each such notice shall describe the manner
and circumstances of the proposed transfer in sufficient detail to enable
counsel to render the opinion referred to below.
If, in the opinion of counsel for the Company, the proposed transfer
may not be legally effected without registration of such Warrants under the
Securities Act, the Company will promptly so notify the holder thereof and
thereafter such holder shall not be entitled to transfer such Warrant until
either (x) receipt by the Company of a further notice from such holder pursuant
to the foregoing provisions of this Section 5 and fulfillment of the provisions
of this Section 5 or (y) such Warrants have been effectively registered under
the Securities Act.
If, in the opinion of counsel for the Company, the proposed transfer
may be effected without registration of such Warrants under the Securities Act,
such holder shall thereupon be entitled to transfer such securities in
accordance with the terms of the notice delivered by such holder to the Company.
Each Warrant Certificate issued upon or in connection with such transfer shall
bear the restrictive legends required by this Section 5, unless in the opinion
of such counsel, such restrictive legends are not required or advisable.
(d) The restrictions imposed by this Section 5 upon the
transferability of the Warrants or the underlying shares of Common Stock
relating to the registration of securities under the Securities Act set forth in
clauses (b) and (c) of this Section 5 shall terminate as to any particular
Warrants or the underlying shares of Common Stock, (x) when such securities
shall have been effectively registered and sold or distributed under the
Securities Act, (y) when, in the opinion of both counsel for the Company and the
holder (each of whom shall be experienced in securities law matters), any
restrictions cease or are permitted to terminate under applicable securities
law, or (z) when, in the opinion of counsel for the Company (who shall be
experienced in securities law matters), such restrictions are no longer required
in order to insure compliance with the Securities Act or any other applicable
securities law, whichever is earliest. Whenever any such restrictions shall
cease and terminate as to any Warrants or the underlying shares of Common Stock,
the holder thereof shall be entitled to receive from the Company, without
expense (other than applicable transfer taxes, if any), new Warrants or
certificates of like tenor not bearing the applicable legends previously
required by this Section 5.
SECTION 6. RESERVATION AND AVAILABILITY OF SHARES OF COMMON STOCK.
(a) The Company will cause to be reserved and kept available out of
its authorized and unissued shares of Common Stock or its authorized and issued
shares of Common Stock held in its treasury, the number of shares of Common
Stock that will be sufficient to permit the exercise in full of all outstanding
Warrants. The transfer agent for the Common Stock, if any, will be irrevocably
authorized and directed at all times to reserve such number of authorized shares
as shall be required for such purpose. The Company will keep a copy of this
Warrant on file with each transfer agent. The Company will furnish the transfer
agent a copy of all notices of adjustments and certificates related thereto,
transmitted to each holder of a Warrant Certificate pursuant to Section 8
hereof.
(b) So long as the Common Stock issuable upon the exercise of
Warrants may be listed on any national securities exchange, the Nasdaq Stock
Market or the over-the-counter market, the Company shall use its best efforts to
cause all shares reserved for such issuance to be listed as expeditiously as
possible on such exchange or market upon official notice of issuance upon such
exercise.
(c) The Company will take all such action as may be necessary to
ensure that all shares of Common Stock delivered upon exercise of Warrants
shall, at the time of delivery of the certificates for such shares (subject to
payment of the Purchase Price), be duly and validly authorized and issued and
fully paid and nonassessable shares.
(d) The Company will pay when due and payable any and all federal
and state transfer taxes and charges which may be payable in respect of the
initial issuance or delivery of this Warrant Certificate or of the issuance and
delivery of any shares of Common Stock upon the exercise of Warrants, except as
set forth in the immediately following sentence. The Company shall not, however,
be required to pay any tax which may be payable in respect of any transfer or
delivery of this Warrant Certificate to a person other than, or the issuance or
delivery of certificates for Common Stock in a name other than that of, the
registered holder of the Warrant Certificate evidencing Warrants surrendered for
exercise or to issue or deliver any certificates for shares of Common Stock upon
the exercise of any Warrants until any such tax shall have been paid (any such
tax being payable by the holder of such Warrant Certificate at the time of
surrender) or until it has been established to the Company's satisfaction that
no such tax is due.
SECTION 7. COMMON STOCK RECORD DATE. Each person in whose name any
certificate for shares of Common Stock is issued upon the exercise of Warrants
shall for all purposes be deemed to have become the holder of record of the
Common Stock represented thereby on, and such certificate shall be dated, the
close of business on the date upon which the Warrant Certificate evidencing such
Warrants was duly surrendered and payment of the Purchase Price (and any
applicable transfer taxes) was made; PROVIDED, HOWEVER, that if the date of such
surrender and payment is a date upon which the Common Stock transfer books of
the Company are closed, such person shall be deemed to have become the record
holder of such shares on, and such certificate shall be dated, the opening of
business on the next succeeding business day on which the Common Stock transfer
books of the Company are open.
SECTION 8. ADJUSTMENT OF PURCHASE PRICE, NUMBER OF SHARES OR NUMBER
OF WARRANTS. The Purchase Price, the number of shares of Common Stock covered by
each Warrant and the number of Warrants outstanding are subject to adjustment
from time to time as provided in this Section 8.
(a) In case the Company shall at any time after the date hereof, (i)
effect a distribution to all holders of its outstanding Common Stock payable in
shares of Common Stock, (ii)subdivide the outstanding Common Stock, (iii)combine
the outstanding Common Stock into a smaller number of shares of Common Stock or
(iv) issue any securities of the Company in a reclassification of the Common
Stock (including any such reclassification in connection with a consolidation
or merger in which the Company is the continuing or surviving corporation other
than a consolidation or merger in respect of which an adjustment is made
pursuant to Section 10 hereof), the number and kind of securities issuable
commencing on the record date for such distribution or the effective date of
such subdivision, combination or reclassification shall be proportionately
adjusted so that the holder of any Warrant exercised after such time shall be
entitled to receive upon exercise of the Warrant the aggregate number and kind
of securities which, if such Warrant had been exercised immediately prior to
such date and at a time when the Common Stock transfer books of the Company were
open, he would have owned upon such exercise and been entitled to receive by
virtue of such distribution, subdivision, combination or reclassification. Such
adjustment shall be made successively whenever any event listed above shall
occur. Notwithstanding the foregoing, if a warrant is exercised subsequent to
the record date, if any, but prior to the relevant distribution date or payment
date, the Company shall not be required to make any such payment or distribution
pursuant to this subsection (a) to the holder of such warrant prior to such
payment or distribution date, but shall make such payment or distribution on
such date.
(b) No adjustment in the Purchase Price shall be required unless
such adjustment would require an increase or decrease of at least 1% in such
price; PROVIDED, HOWEVER, that any adjustments which by reason of this Section
8(b) are not required to be made shall be carried forward and taken into account
in any subsequent adjustment. All calculations under this Section 8 shall be
made to the nearest cent or to the nearest one-hundredth of a share, as the case
may be.
(c) In the event that at any time, as a result of an adjustment made
pursuant to Section 8(a) hereof, the holder of any Warrant thereafter exercised
shall become entitled to receive any securities of the Company other than shares
of Common Stock, thereafter the number of such other securities so receivable
upon exercise of any 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 shares of Common Stock contained in Section 8(a), and the
provisions of Sections 1, 6, 7, 10 and 15 hereof with respect to the shares of
Common Stock shall apply on like terms to any such other securities.
(d) Upon each adjustment of the number of shares of Common Stock for
which the Warrants are exercisable as provided in Section 8(a) hereof, the
Purchase Price payable upon exercise of a Warrant shall be adjusted by multiply-
ing such Purchase Price immediately prior to such adjustment by a fraction
(i) the numerator of which shall be the number of shares of Common Stock for
which a Warrant was exercisable prior to such adjustment and (ii)the denominator
of which shall be the number of shares of Common Stock for which a Warrant is
exercisable immediately thereafter.
(e) The Company may elect on or after the date of any adjustment of
the Purchase Price to adjust the number of Warrants, in substitution for any
adjustment in the number of shares of Common Stock purchasable upon the exercise
of a Warrant. Each Warrant outstanding after such adjustment of the number of
Warrants shall be exercisable for the same number of shares of Common Stock for
which such Warrant was exercisable prior to such adjustment. Each Warrant held
of record prior to such adjustment of the number of Warrants shall become that
number of Warrants (calculated to the nearest hundredth) obtained by dividing
the Purchase Price in effect immediately prior to adjustment of the Purchase
Price by the Purchase Price in effect after adjustment of the Purchase Price.
The Company shall make a public announcement of its election to adjust the
number of Warrants, indicating the record date for the adjustment, and, if known
at the time, the amount of the adjustment to be made. This record date may be
the date on which the Purchase Price is adjusted or any day thereafter, but
shall be at least ten days later than the date of the public announcement. Upon
each adjustment of the number of Warrants pursuant to this Section 8(e), the
Company shall, as promptly as practicable, cause to be distributed to holders of
record of Warrant Certificates on such record date Warrant Certificates
evidencing, subject to Section 11, the additional Warrants to which such holders
shall be entitled as a result of such adjustment, or, at the option of the
Company, shall cause to be distributed to such holders of record in substitution
and replacement for the Warrant Certificates held by such holders prior to the
date of adjustment, and upon surrender thereof, if required by the Company, new
Warrant Certificates evidencing all the Warrants to which such holders shall be
entitled after such adjustment. Warrant Certificates so to be distributed shall
be issued, executed and countersigned in the manner provided for herein and
shall be registered in the names of the holders of record of Warrant
Certificates on the record date specified in the public announcement.
(f)Irrespective of any adjustment or change in the Purchase Price or
the number of shares of Common Stock issuable upon the exercise of the Warrants,
the Warrant Certificates may continue to express the Purchase Price per share
and the number of shares which were expressed upon the initial Warrant
Certificates issued hereunder.
(g) Before taking any action that would cause an adjustment reducing
the Purchase Price below the then par value, if any, of the shares of Common
Stock issuable upon exercise of the Warrants, the Company shall take any
corporate action which may, in the opinion of its counsel, be necessary in order
that the Company may validly and legally issue fully paid and nonassessable
shares of such Common Stock at such adjusted Purchase Price.
(h) Anything in this Section 8 to the contrary notwithstanding, the
Company shall be entitled to make such reductions in the Purchase Price, in
addition to those adjustments required by this Section 8, as it in its sole
discretion shall determine to be advisable in order that any consolidation or
subdivision of the Common Stock, issuance wholly for cash of any Common Stock
at less than the current market price, issuance wholly for cash of Common Stock
or securities which by their terms are convertible into or exchangeable for
Common Stock, dividends on Common Stock payable in Common Stock or issuance of
rights, options or warrants referred to in this Section 8, hereafter made by the
Company to its common stockholders, shall not be taxable to them.
SECTION 9. CERTIFICATE OF ADJUSTED PURCHASE PRICE OR NUMBER OF
SHARES. Whenever an adjustment is made as provided in Section 8 hereof (other
than situations in which no adjustment is required pursuant to Section 8(b)),
the Company shall promptly cause written notice thereof to be sent to each
holder of a Warrant Certificate in accordance with Section 16 hereof, which
notice shall be accompanied by an officer's certificate setting forth the
Purchase Price as so adjusted, the number of shares of Common Stock issuable
upon the exercise of each Warrant as so adjusted and a brief statement of the
facts accounting for such adjustment. The Company will keep copies of such
certificate at its office maintained pursuant to Section 2(b) hereof and will
cause the same to be available for inspection at such office during normal
business hours by any holder of a Warrant.
SECTION 10. CONSOLIDATION, MERGER OR SALE OF ASSETS. If the Company
shall at any time consolidate with or merge with and into another corporation or
shall sell or transfer to another entity all or substantially all of the
property of the Company, the holder of any Warrant will thereafter have the
right to receive, upon the exercise thereof in accordance with and subject to
the terms of this Warrant, the securities, cash and other property to which the
holder of the number of shares of Common Stock purchasable (at the time of such
consolidation, merger, sale or transfer) upon the exercise of such Warrant would
have been entitled upon such consolidation, merger, sale or transfer, if any.
The Company shall take such steps in connection with such consolidation, merger,
sale or transfer, as may be necessary to assure that the provisions hereof shall
thereafter be applicable, as nearly as reasonably may be, in relation to any
securities or property (including cash) thereafter deliverable upon the exercise
of the Warrants. The Company, the successor corporation or the purchasing
entity, as the case may be, shall execute and deliver to the Company an
agreement so providing. The provisions of this Section 10 shall similarly apply
to successive mergers or consolidations or sales or other transfers.
SECTION 11. FRACTIONAL WARRANTS AND FRACTIONAL SHARES.
(a) The Company shall not be required to issue fractions of
Warrants or to distribute Warrant Certificates which evidence fractional
Warrants. Subject to Section 11(d) hereof, in lieu of such fractional Warrants,
there shall be paid to each registered holder of a Warrant Certificate with
regard to which a fractional Warrant would otherwise be issuable, an amount in
cash equal to the same fraction of the current market value of a whole Warrant.
For the purposes of this Section 11(a), the current market value of a whole
Warrant shall be the closing price of the Warrant (as determined pursuant to the
second sentence of Section 11(c) hereof) for the Trading Day immediately prior
to the date on which such fractional Warrant would have been otherwise issuable.
If on any such Trading Date the Warrants were not publicly held or listed or
traded in a manner described under the second sentence of Section 11(c) hereof,
the current market value of a whole Warrant shall be the fair value of the
Warrants on such Trading Date as determined in good faith by the Board of
Directors of the Company, whose determination shall be conclusive.
(b) The Company shall not be required to issue fractions of shares
of Common Stock upon exercise of the Warrants or to distribute certificates
which evidence fractional shares. Subject to Section 11(d) hereof, in lieu of
such fractional shares of Common Stock, there shall be paid to each registered
holder of a Warrant Certificate with regard to which a fractional share would
otherwise be issuable at the time such Warrant Certificate is exercised as
herein provided, an amount in cash equal to the same fraction of the current
market value of a share of Common Stock. For purposes of this Section 11(b), the
current market value of a share of Common Stock shall be the closing price of a
share of Common Stock (as determined pursuant to the second sentence of Section
11(c)) for the Trading Day immediately prior to the date of such exercise. If on
such Trading Date the Common Stock was not publicly held or listed or traded in
a manner described under the second sentence of Section 11(c) hereof, the
current market value of a share of Common Stock shall be the fair value of a
share of Common Stock as determined in good faith by the Board of Directors of
the Company, whose determination shall be conclusive.
(c) For the purpose of any computation required in accordance with
this Section 11, the "current market price per share" of any security, including
the Common Stock (a "Security" for the purpose of this Section 11(c), on any
date shall be deemed to be the average of the daily closing prices (as such
term is hereinafter defined) per share of such Security for the 20 consecutive
Trading Days (as such term is hereinafter defined) immediately prior to such
date; PROVIDED, HOWEVER, that in the event that the current market price per
share of the Security is determined during a period following the announcement
by the issuer of such Security of (i) a dividend or distribution on such
Security payable in shares of such Security or securities convertible into such
shares, or (ii) any subdivision, combination or reclassification of such
Security and prior to the expiration of 30 consecutive Trading Days after the
ex-dividend date for such dividend or distribution, or the record date for such
subdivision, combination or reclassification, then, and in each such case, the
current market price per share shall be appropriately adjusted to reflect the
current market price per share equivalent of such Security. The "closing price"
for each day shall be the last sale price, regular way, or, in case no such sale
takes place on such day, the average of the closing bid and asked prices,regular
way, in either case as reported in the principal consolidated transaction
reporting system with respect to securities listed or admitted to trading on the
New York Stock Exchange or, if the Security is not listed or admitted to trading
on the New York Stock Exchange, as reported in the principal consolidated
transaction reporting system with respect to securities listed on the principal
national securities exchange on which the Security is listed or admitted to
trading or, if the Security is not listed or admitted to trading on any national
securities exchange, as reported by the Nasdaq Stock Market, or if not so
listed, the average of the high bid and low asked prices in the over-the-counter
market, as reported in the Wall Street Journal, or, if on any such date the
Security is not quoted by any such organization, the average of the closing bid
and asked prices as furnished by a professional market maker making a market
in the Security selected by the Board of Directors of the Company. If the
Security is not publicly held or so listed or traded, "current market price per
share" shall mean the fair value of the Security as determined in good faith by
the Board of Directors of the Company, whose determination shall be conclusive.
The term "Trading Day" shall mean a day on which the principal national
securities exchange on which the Security is listed or admitted to trading is
open for the transaction of business or, if the Security is not listed or
admitted to trading on any national securities exchange, a Business Day. The
term "Business Day" shall mean any day other than a Saturday, a Sunday, or a day
on which banking institutions in the State of New York are authorized or
obligated by law or executive order to close.
(d) If the Company is unable to pay any amounts of cash to
registered holders of Warrant Certificates in respect of fractional Warrants or
fractional shares of Common Stock in accordance with Section 11(a) or (b)
hereof, as the case may be, by reason of the provisions of the Company's then
outstanding debt obligations or otherwise, the Company shall deliver to such
holders an additional whole Warrant or share of Common Stock, as the case may
be, in lieu of such fractional Warrants or shares.
(e) The holder of a Warrant, by the acceptance of the Warrant,
expressly waives his right to receive any fractional Warrant or any fractional
share upon exercise of a Warrant.
SECTION 12. RIGHT OF ACTION; NO ENTITLEMENT TO VOTE OR RECEIVE
DIVIDENDS.
(a) Any registered holder of this Warrant Certificate, without the
consent of the holder of any other Warrant Certificate, may, in his own behalf
and for his own benefit, enforce, and may institute and maintain any suit,
action or proceeding against the Company to enforce, or otherwise act in respect
of, his right to exercise the Warrants evidenced by this Warrant Certificate in
the manner provided herein.
(b) Prior to the exercise of the Warrants evidenced hereby and the
date of the certificate representing the shares of Common Stock issuable upon
exercise of such Warrants pursuant to Section 7 hereof, the holder of this
Warrant Certificate, as such, shall not be entitled to any rights of a
stockholder of the Company with respect to, or be deemed for any purpose the
holder of, shares for which the Warrants shall be exercisable, including,
without limitation, the right to vote or to receive dividends, or other
distributions, and shall not be entitled to receive any notice of any
proceedings of the Company, except as provided herein.
SECTION 13. AGREEMENT OF WARRANT CERTIFICATE HOLDERS. Every holder
of this Warrant Certificate, by accepting the same, consents and agrees with the
Company and with every other holder of a Warrant Certificate that (a) the
Warrant Certificates are transferable only on the registry books of the Company
if surrendered at the principal office of the Company maintained pursuant to
Section 2(b) hereof, duly endorsed or accompanied by a proper instrument of
transfer and (b) the Company may deem and treat the person in whose name the
Warrant Certificate is registered as the absolute owner thereof and of the
Warrants evidenced thereby (notwithstanding any notations of ownership or
writing on the Warrant Certificates) for all purposes whatsoever, and the
Company shall not be affected by any notice to the contrary.
SECTION 14. ISSUANCE OF NEW WARRANT CERTIFICATES. Notwithstanding
any of the provisions of this Warrant to the contrary, the Company may, at
its option, issue new Warrant Certificates evidencing Warrants in such form as
may be approved by its Board of Directors to reflect any adjustment or
change in the Purchase Price per share and the number or kind or class of shares
of stock or other securities or property purchasable under this Warrant
Certificate made in accordance with the provisions of this Warrant
Certificate; provided, that such new Warrant Certificate shall not have terms
inconsistent with the terms of this Warrant Certificate.
SECTION 15. NOTICE OF PROPOSED ACTIONS. In case the Company shall
propose (a) to pay any stock dividend to the holders of its Common Stock or to
make any other distribution to the holders of its Common Stock (other than cash
dividends paid out of consolidated earnings for the Company's then current or
immediately preceding fiscal year), or (b) to offer to the holders of its Common
Stock rights, warrants or options to subscribe for or to purchase any additional
shares of Common Stock or shares of stock of any class or any other securities,
rights or options, or (c) to effect any reclassification of its Common Stock
(other than a reclassification involving only the subdivision or combination of
outstanding shares of Common Stock), or (d) to effect any consolidation, merger
or sale, transfer or other disposition of all or substantially all of the
property, assets or business of the Company, or (e) to effect the liquidation,
dissolution or winding-up of the Company, then, in each such case, the Company
shall give to the holder of this Warrant, in accordance with Section 16 hereof,
a notice of such proposed action, which shall specify the record date for the
purposes of such stock dividend, or distribution of rights, warrants or options,
or the date on which such reclassification, consolidation, merger, sale,
transfer, disposition, liquidation, dissolution, or winding-up is to take place
and the date of participation therein by the holders of Common Stock, if any
such date is to be fixed, and such notice shall be so given in the manner
provided in Section 16 at least 20 days prior to (i) the record date for the
purposes of any action covered by clause (a) or (b) above or (ii) the date of
the taking of such proposed action or the date of participation therein by the
holders of Common Stock, whichever shall be earlier.
SECTION 16. NOTICES. Notices or demands authorized by this Agreement
to be given or made by the holder of this Warrant Certificate to or on the
Company shall be sufficiently given or made if sent by first-class mail, postage
prepaid, addressed (until the holder hereof is notified, in accordance with this
Section 16, in writing by the Company of another address) as follows:
Directrix, Inc.
236 WEST 26TH Street, 12th Floor
New York, New York 10001
Attention: Chief Executive Officer
Notices and demands authorized by this Agreement to be given or made by the
Company to the holder of this Warrant Certificate shall be sufficiently given or
made if sent by first-class mail, postage prepaid, addressed to such holder at
the address of such holder as shown on the registry books of the Company.
SECTION 17. SUPPLEMENTS AND AMENDMENTS. Except as provided in
Section 14 hereof, the Company may not amend this Warrant Certificate without
the consent of the holder hereof.
SECTION 18. GOVERNING LAW. This Warrant Certificate shall be
governed by and construed in accordance with the laws of the State of New
York without reference to the principles of conflicts of laws.
SECTION 19. DESCRIPTIVE HEADINGS. Descriptive headings of the
several Sections of this Warrant are inserted for convenience only and shall
not control or affect the meaning or construction of any of the provisions
hereof.
Dated: February 16, 2000
DIRECTRIX, INC.
By:
-----------------------------------------
J. Roger Faherty, Chairman & CEO
Attest:
----------------------------
Secretary
<PAGE>
FORM OF ASSIGNMENT
------------------
(To be executed by the registered holder if such holder desires
to transfer the Warrant Certificate.)
FOR VALUE RECEIVED __________________________________________ hereby
sells, assigns and transfers unto ______________________________________________
________________________________________________________________________________
(Please print name and address of transferee)
________________________________________________________________________________
this Warrant Certificate, together with all right, title and interest therein,
and does hereby irrevocably constitute and appoint ____________________________
Attorney, to transfer the within Warrant Certificate on the books of the
within-named Company, with full power of substitution.
Date: _____________, ____
--------------------------------------
Signature
(Note: The above signature must correspond
with the name as written upon the face of
this Warrant Certificate in all respects,
without any alteration or change
whatsoever.)
<PAGE>
FORM OF ELECTION TO PURCHASE
----------------------------
(To be executed if holder desires to exercise the Warrants
evidenced by the Warrant Certificate.)
To: DIRECTRIX, INC.
The undersigned hereby irrevocably elects to exercise
___________________ Warrants represented by this Warrant Certificate to purchase
the shares of Common Stock of Directrix, Inc. issuable upon the exercise of such
Warrants and herewith tenders payment for such shares in the amount of $______
to the undersigned, in accordance with the terms of this Warrant Certificate.
The undersigned requests that certificates for such shares of Common Stock be
issued in the name of:
Please insert social security
or other identifying number
________________________________________________________________________________
(Please print name and address)
__________________________________________________________________ and that such
certificates be delivered to __________________________________ whose address is
_______________________________________________________________________________.
If such number of Warrants shall not be all the Warrants evidenced by this
Warrant Certificate, a new Warrant Certificate for the balance remaining of such
Warrants shall be registered in the name of and delivered to:
Please insert social security
or other identifying number
________________________________________________________________________________
(Please print name and address)
________________________________________________________________________________
Any cash payments to be made in lieu of fractional shares should be made to
______________________________ whose address is ________________________________
__________________________________________________________________ and the check
representing payment therefor should be delivered to ___________________________
whose address is ______________________________________________________________.
Date: _____________, ____
--------------------------------------
Signature
(Note: The above signature must correspond
with the name as written upon the face of
this Warrant Certificate in all respects,
without any alteration or change
whatsoever.)
