<PAGE>
Exhibit 10.11
-------------
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAW, AND MAY NOT BE
SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT COVERING THIS WARRANT AND/OR
SUCH SECURITIES, OR THE HOLDER RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF
THE WARRANT AND/OR SUCH SECURITIES SATISFACTORY TO THE COMPANY STATING THAT SUCH
SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND
PROSPECTUS DELIVERY REQUIREMENTS OF THE SECURITIES ACT AND THE QUALIFICATION
REQUIREMENTS UNDER APPLICABLE STATE OR FOREIGN LAW.
WARRANT TO PURCHASE ORDINARY SHARES
-----------------------------------
R.T.S. Software Ltd., an Israeli Company (the "Company"), hereby grants to
Hapoalim Nechasim (Menayot) Ltd. (the "Holder"), the right to purchase from the
Company the number of Ordinary Shares of the Company, nominal value NIS 0.10
each (the "Ordinary Shares") specified below, subject to the terms and
conditions set forth below, effective as of January __, 2000 (the "Effective
Date").
1. Number of Ordinary Shares Available for Purchase and the Warrant Price
---------------------------------------------------------------------------
(i) This Warrant may be exercised to purchase that number of the Company's
Ordinary Shares having an aggregate exercise price in an amount equivalent
to Four Hundred Thousand U.S. Dollars ($400,000), at an exercise price per
each Ordinary Share which shall be calculated as set forth in Section 2
below, subject to adjustments under Section 8 of this Warrant (the "Warrant
Shares").
(ii) The exercise price for each Warrant Share purchasable hereunder shall
be Five Dollars and Seventy Five U.S. Cents ($5.75) (the "Warrant Price");
provided, however, that if (and only if) the Company shall complete a
-------- -------
Liquidity Event (as such term is defined below) after the Effective Date
and the price per share paid by purchasers of the Company's securities (or
deemed price per share paid for the Company's assets) in the first such
Liquidity Event (assuming such price was calculated on a fully-diluted and
as-converted basis, taking into account all convertible securities,
convertible loans, warrants, options and all other rights, whatsoever, to
receive shares) is less than the Warrant Price above, then the Warrant
Price shall be adjusted and reduced to the price (or deemed price) paid in
such Liquidity Event.
For purposes of this Warrant, the term "Liquidity Event" shall mean
the first transaction following the Effective Date in which the Company
shall (a) issue its securities in a Qualified Financing (as such term is
defined below); (b) issue its securities in an Initial Public Offering (as
such term is defined
<PAGE>
-2-
below); (c) enter into a sale of all or substantially all of the Company's
property and assets or all or substantially all of the Company's issued
shares; or (d) enter into a merger or consolidation of the Company with or
into another corporation.
For the purpose of this Warrant, the term "Qualified Financing" shall
mean the closing of a financing transaction in the Company in which the
Company issues Additional Shares, as defined in the Company's Articles of
Association with respect to the Company's Series C Preferred Shares. In
the event that the Qualified Financing is an issuance of any options or
warrants to purchase Ordinary Shares, securities by their terms convertible
into or exchangeable for Ordinary Shares or options to purchase such
convertible or exchangeable securities ("Convertibles"), then the Warrant
Price shall be the sum of (i) the price at which such Convertibles were
purchased from the Company (to the extent such price is identifiable as a
separate payment to the Company) and (ii) the price per Ordinary Share (on
an as-converted basis) at which such Convertibles convert into equity
securities. In the event that more than one type of security or other
instrument is issued in the Qualified Financing, the Warrant Price shall be
the lowest price per Ordinary Share (on an as-converted basis) in the
Qualified Financing.
For purposes of this Warrant "Initial Public Offering" shall mean the
first underwritten public offering pursuant to an effective registration
statement under the Securities Act of 1933, as amended, or any other
comparable securities laws, covering the offering and sale of shares of
Ordinary Shares for the account of the Company (other than a registration
statement effected solely to implement an employee benefit plan, a
transaction in which Rule 145 of the Securities and Exchange Commission is
applicable or any other form or type of registration in which the Ordinary
Shares cannot be included pursuant to the Securities and Exchange
Commission rules of practices).
2. Term
---------
This Warrant may be exercised, in whole, or in part (subject to Section 3
below), during the period beginning on the Effective Date and ending on the
date which is the earlier of: (i) January ___, 2003; or (ii) immediately
prior to the closing of a Liquidity Event (other than a Qualified
Financing). Notwithstanding the foregoing, if, at the conclusion of the
initial 12-month period of the credit line of up to US$6,000,000 given to
Company by the Holder on the Effective Date (which reflects an increase of
$2,000,000 over the existing credit line extended to the Company on or
about March 15, 1999 - such increase referred to as the "Credit Line
Increase"), the Holder does not extend such Credit Line Increase for an
additional 12-month period, then this Warrant shall immediately terminate
upon the termination of the initial 12-month period of such credit line.
3. Exercise of Warrant
------------------------
This Warrant may be exercised in whole or in part on one occasion during
its term. The Warrant may be exercised by the surrender of the Warrant to
the Company at its
<PAGE>
-3-
principal office together with the Notice of Exercise annexed hereto as
Exhibit A (the "Notice of Exercise") duly completed and executed on behalf
of the Holder.
a. Exercise for Cash
-----------------
To exercise for cash, the Notice of Exercise must be accompanied by
payment in full of the amount of the aggregate purchase price of the
Warrant Shares being purchased upon such exercise in immediately
available funds, in U.S. Dollars or NIS equivalent thereof, based on
the representative rate of exchange published by the Bank of Israel
and known at the time of payment.
b. Net Exercise
-------------
In lieu of the payment method set forth in Section 3(a) above, subject
to and upon the closing of a Liquidity Event (other than a Qualified
Financing) described in Section 1 above, the Holder may elect to
exchange the Warrant for a number of Warrant Shares equal to the
increase in value of the Warrant Shares otherwise purchasable
hereunder on the date of exchange. If the Holder elects to exchange
this Warrant as provided in this Section 3(b), the Holder shall tender
to the Company the Warrant along with the Notice of Exercise, and the
Company shall issue to the Holder the number of Warrant Shares
computed using the following formula:
X = Y (A-B)
-------
A
Where X = the number of Warrant Shares to be issued to the Holder.
Y = the number of shares of Warrant Shares purchasable under the
Warrant (as adjusted to the date of such calculation, but excluding
those shares already issued under this Warrant).
A = the Fair Market Value (as defined below) of one share of the
Company's Ordinary Shares.
B = Exercise Price (as adjusted to the date of such calculation).
"Fair Market Value" of an Ordinary Share shall mean:
(i) Except as set forth in subsection 3.b.(ii) (below), if the
Company's Ordinary Shares are not publicly traded, then as
determined by the Company's Board of Directors in good faith.
(ii) If the exercise date is the date of closing of a public offering
of the Company's Ordinary Shares pursuant to an effective
registration statement under the Securities Act, then the public
offering price (before deduction of discounts, commissions or
expenses) in such offering.
In the event of a net exercise, the entire Warrant must be
surrendered, and no new Warrant shall be issued.
<PAGE>
-4-
c. Issuance of Shares on Exercise
------------------------------
The Company agrees that the Warrant Shares so purchased shall be
issued as soon as practicable thereafter, and that the Holder shall be
deemed the record owner of such Warrant Shares as of and from the
close of business on the date on which this Warrant shall be
surrendered, together with payment in full as required above.
d. Conditional Exercise
--------------------
In any connection with a Liquidity Event, such exercise may be made
conditional and automatically effective upon the completion of such
Liquidity Event.
4. Fractional Interest
------------------------
No fractional shares will be issued in connection with any exercise
hereunder, and the number of Warrant Shares issued shall be rounded to the
nearest whole number.
5. Warrant Confers No Rights of Shareholder
---------------------------------------------
Except as otherwise set forth in this Warrant, the Holder shall not have
any rights as a shareholder of the Company with regard to the Warrant
Shares prior to actual exercise resulting in the purchase of any Warrant
Shares.
6. Investment Representation
------------------------------
Neither this Warrant nor the Warrant Shares issuable upon the exercise of
this Warrant have been registered under the Securities Act, or any other
securities laws. The Holder acknowledges by acceptance of the Warrant that
(a) it has acquired this Warrant for investment purposes only and not with
a view to the distribution thereof; (b) it has either a pre-existing
personal or business relationship with the Company, or its executive
officers, or by reason of its business or financial experience, it has the
capacity to protect its own interests in connection with the transaction;
and (c) it is an accredited investor as that term is defined in Regulation
D promulgated under the Securities Act. The Holder agrees that any Warrant
Shares issuable upon exercise of this Warrant will be acquired for
investment and not with a view to distribution and such Warrant Shares will
not be registered under the Securities Act and applicable state securities
laws and that such Warrant Shares may have to be held indefinitely unless
they are subsequently registered or qualified under the Securities Act and
applicable state securities laws, or based on an opinion of counsel
reasonably satisfactory to the Company, an exemption from such registration
and qualification is available. The Holder, by acceptance hereof, consents
to the placement of legend(s) on all securities hereunder as to the
applicable restrictions on transferability in order to ensure compliance
with the Securities Act, unless in the opinion of counsel for the Company
such legend is not required in order to ensure compliance with the
Securities Act. The Company may issue stop transfer instructions to its
transfer agent in connection with such restrictions.
7. Adjustment of Warrant Price and Number of Shares
-----------------------------------------------------
<PAGE>
-5-
The number and kind of securities purchasable initially upon the exercise
of this Warrant and the Warrant Price shall be subject to adjustment from
time to time upon the occurrence of certain events, as follows:
a. Adjustment for Shares Splits and Combinations. If the Company at any
----------------------------------------------
time or from time to time during the term of this Warrant effects a
subdivision of the outstanding Ordinary Shares, the number of Ordinary
Shares issuable upon exercise of this Warrant immediately before the
subdivision shall be proportionately increased, and conversely, if the
Company at any time or from time to time combines the outstanding
Ordinary Shares, the number of Ordinary Shares issuable upon exercise
of this Warrant immediately before the combination shall be
proportionately decreased. Any adjustment under this Section 7(a)
shall become effective at the close of business on the date the
subdivision or combination becomes effective.
b. Adjustment for Certain Dividends and Distributions. In the event the
---------------------------------------------------
Company at any time or from time to time, during the term of this
Warrant makes, or fixes a record date for the determination of holders
of Ordinary Shares entitled to receive a dividend or other
distribution payable in additional shares of Ordinary Shares, then and
in each such event the number of Ordinary Shares issuable upon
exercise of this Warrant shall be increased as of the time of such
issuance or, in the event such a record date is fixed, as of the close
of business on such record date, by multiplying the number of Ordinary
Shares issuable upon exercise of this Warrant by a fraction: (i) the
numerator of which shall be the total number of Ordinary Shares issued
and outstanding immediately prior to the time of such issuance or the
close of business on such record date plus the number of Ordinary
Shares issuable in payment of such dividend or distribution, and (ii)
the denominator of which is the total number of shares of Ordinary
Shares issued and outstanding immediately prior to the time of such
issuance or the close of business on such record date; provided,
---------
however, that if such record date is fixed and such dividend is not
-------
fully paid or if such distribution is not fully made on the date fixed
thereof, the number of Ordinary Shares issuable upon exercise of this
Warrant shall be recomputed accordingly as of the close of business on
such record date and thereafter the number of shares of Ordinary
Shares issuable upon exercise of this Warrant shall be adjusted
pursuant to this Section 7(b) as of the time of actual payment of such
dividends or distributions.
c. Adjustments for Other Dividends and Distributions. In the event the
-------------------------------------------------
Company at any time or from time to time during the term of this
Warrant makes, or fixes a record date for the determination of holders
of Ordinary Shares entitled to receive a dividend or other
distribution payable in securities of the Company other than Ordinary
Shares, then in each such event provision shall be made so that the
Holder shall receive upon exercise of this Warrant, in addition to the
number of Ordinary Shares receivable thereupon, the amount of
securities of the Company that the Holder would have received had this
Warrant been exercised for Ordinary Shares immediately prior to such
event (or the record date for such event) and had the Holder
thereafter, during the period from the date of such event to and
including the date of exercise,
<PAGE>
-6-
retained such securities receivable by it as aforesaid during such
period, subject to all other adjustments called for during such period
under this Section and the Company's Articles of Association with
respect to the rights of the Holder.
d. Adjustment for Reclassification, Exchange and Substitution. If the
-----------------------------------------------------------
Ordinary Shares issuable upon the exercise of this Warrant are changed
into the same or a different number of shares of any class or classes
of shares, whether by recapitalization, reclassification or otherwise
(other than a subdivision or combination of shares or shares dividend
or a reorganization, provided for elsewhere in this Section), then and
in any such event the Holder shall have the right thereafter to
exercise this Warrant into the kind and amount of shares and other
securities receivable upon such recapitalization, reclassification or
other change, by holders of the number of shares of Ordinary Shares
for which this Warrant might have been exercised immediately prior to
such recapitalization, reclassification or change, all subject to
further adjustment as provided herein and under the Company's Articles
of Association.
e. Reorganization. If at any time or from time to time during the term
---------------
of this Warrant there is a capital reorganization of the Ordinary
Shares (other than a recapitalization, subdivision, combination,
reclassification or exchange of shares provided for elsewhere in this
Subsection), then, as a part of such reorganization, provision shall
be made so that the Holder shall thereafter be entitled to receive
upon exercise of this Warrant, the number of shares or other
securities or property of the Company, to which a holder of Ordinary
Shares deliverable upon conversion would have been entitled on such
capital reorganization. In any such case (except to the extent any
cash or property is received in such transaction), appropriate
adjustment shall be made in the application of the provisions of this
Subsection and the Company's Articles of Association with respect to
the rights of the Holder after the reorganization to the end that the
provisions of this Subsection and the Company's Articles of
Association (including adjustment of the number of shares of Ordinary
Shares issuable upon exercise of this Warrant) shall be applicable
after that event and be as nearly equivalent to the provisions hereof
as may be practicable.
f. Other Transactions. In the event that the Company shall issue shares
-------------------
to its shareholders as a result of a split-off, spin-off or the like,
then the Company shall give the Holder a 30 days written notice prior
to the completion of such issuance or other action.
g. General Protection. The Company will not, by amendment of its Articles
------------------
of Association or through any reorganization, recapitalization,
transfer of assets, consolidation, merger, dissolution, issue or sale
of securities or any other voluntary action, avoid or seek to avoid
the observance or performance of any of the terms to be observed or
performed hereunder, or impair the economic interest of the Holder,
but will at all times in good faith assist in the carrying out of all
the provisions hereof and in taking of all such actions and making all
such adjustments as may be necessary or appropriate in order to
protect the
<PAGE>
-7-
rights and the economic interests of the Holder against impairment.
h. Notice of Capital Changes. If at any time during the term of this
-------------------------
Warrant there shall be any capital reorganization or reclassification
of the capital shares of the Company, or consolidation or merger of
the Company with, or sale of all or substantially all of its assets to
another company or there shall be a voluntary or involuntary
dissolution, liquidation or winding up of the Company, or other
transaction described in this Section 7, then, in any one or more of
said cases, the Company shall give the Holder written notice, by
registered or certified mail, postage prepaid, of the date on which
such reorganization, reclassification, consolidation, merger, sale,
dissolution, liquidation or winding up shall take place, as the case
may be. Such notice shall also specify the date as of which the
holders of record of Ordinary Shares shall participate in such
subscription rights, or shall be entitled to exchange their Ordinary
Shares for securities or other property deliverable upon such
reorganization, reclassification, consolidation, merger, sale,
dissolution, liquidation or winding up, as the case may be. Such
written notice shall be given at least fourteen (14) days prior to the
action in question and not less than fourteen (14) days prior to the
record date in respect thereto.
i. Adjustment of Warrant Price. Upon each adjustment in the number of
---------------------------
Ordinary Shares purchasable hereunder, the Warrant Price shall be
proportionately increased or decreased, as the case may be, in a
manner that is the inverse of the manner in which the number of
Ordinary Shares purchasable hereunder shall be adjusted.
j. Notice of Adjustments. Whenever the Warrant Price or the number of
---------------------
Ordinary Shares purchasable hereunder shall be adjusted pursuant to
Section 7 hereof, the Company shall prepare a certificate signed by
the chief financial officer of the Company setting forth, in
reasonable detail, the event requiring the adjustment, the amount of
the adjustment, the method by which such adjustment was calculated,
and the Warrant Price and the number of Ordinary Shares purchasable
hereunder after giving effect to such adjustment, and shall cause
copies of such certificate to be mailed (by first class mail, postage
prepaid) to the Holder.
8. Transfer of This Warrant or Securities Issuable on Exercise Hereof
-----------------------------------------------------------------------
a. With respect to any offer, sale or other disposition of this Warrant
or securities into which such Warrant may be exercised, the Holder
will give written notice to the Company prior thereto, describing
briefly the manner thereof, together with, if requested by the
Company, a written opinion of such Holder's counsel, to the effect
that such offer, sale or other distribution may be effected without
registration or qualification (under any federal or state law then in
effect). Such opinion letter and all such transferees must warrant
and represent that each such transferee is an "accredited" investor as
that term is defined under Regulation D of the Securities Act.
Promptly, as practicable, upon receiving such written notice and
opinion and warranties and representations, if so requested, the
Company, as promptly as practicable, shall deliver to the Holder
<PAGE>
-8-
one or more replacement Warrant certificates on the same terms and
conditions as this Warrant for delivery to the transferees. Each
Warrant thus transferred and each certificate representing the
securities thus transferred shall bear legend(s) as to the applicable
restrictions on transferability in order to ensure compliance with the
Securities Act, unless in the opinion of counsel for the Company such
legend is not required in order to ensure compliance with the
Securities Act. The Company may issue stop transfer instructions to
its transfer agent in connection with such restrictions. Any provision
of this Warrant to the contrary notwithstanding, the Holder may not
offer, sell or otherwise dispose of this Warrant to any third party,
other than (i) to a wholly owned subsidiary of Bank Hapoalim B.M., or
(ii) to any other transferee approved by the Company in writing in its
sole discretion. In addition to the above, any transfer of this
Warrant or the Warrant Shares shall be subject to the provisions of
the Company's Articles of Association.
b. In the event that the Company or its shareholders receive an offer to
transfer all or substantially all of the shares in the Company, or to
effect a merger or acquisition, or sale of all or substantially all of
the assets of the Company, then the Company shall promptly inform the
Holder in writing of such offer.
9. Registration Rights
------------------------
The Company covenants and agrees as follows:
a. The Holder shall have registration rights in accordance with and
subject to an Amended and Restated Investors Rights Agreement dated
June 1, 1999 (the "Amended Investors Rights Agreement") between the
Company and certain of its shareholders, pursuant to which the Company
granted such shareholders registration rights as provided therein, and
therefore (i) the Holder of this Warrant shall be deemed to be a
Holder (as defined in the Amended Investors Rights Agreement) and (ii)
(x) the Warrant Shares, and (y) any Ordinary Shares of the Company
issued as a dividend or other distribution with respect to, or in
exchange for or in replacement of, such Warrant Shares shall be deemed
to be included in the definition of Registrable Shares (as defined in
the Amended Investors Rights Agreement).
b. The rights and obligations of the Company and the Holder set forth in
this Section 9 and in the Registration Rights shall survive the
exercise, conversion and expiration of this Warrant only if this
Warrant is exercised and only with respect to the Warrant Shares
issued in respect of this Warrant.
10. Representations and Warranties.
------------------------------------
a. The Company represents and warrants to the Holder as follows:
i. This Warrant has been duly authorized and executed by the Company
and is a valid and binding obligation of the Company enforceable
in accordance with its terms.
<PAGE>
-9-
ii. The Warrant Shares are duly authorized and reserved for issuance
by the Company and, when issued in accordance with the terms
hereof, will be validly issued, fully paid and nonassessable and
not subject to any preemptive rights.
iii. The execution and delivery of this Warrant are not, and the
issuance of the Warrant Shares upon exercise of this Warrant in
accordance with the terms hereof will not be, inconsistent with
the Company's Articles of Association, do not and will not
contravene any law, governmental rule or regulation, judgment or
order applicable to the Company, and, except for consents that
have already been obtained by the Company, do not and will not
conflict with or contravene any provision of, or constitute a
default under, any indenture, mortgage, contract or other
instrument of which the Company is a party or by which it is
bound or require the consent or approval of, the giving of notice
to, the registration with or the taking of any action in respect
of or by, any Federal, state or local government authority or
agency or other person.
b. The Holder hereby represents and warrants to the Company as follows:
i. The Holder has been provided with a copy of the Amended Investors
Rights Agreement, has carefully read its terms and by executing
this Warrant hereby agrees to be bound by the provisions of the
Amended Investors Rights Agreement applicable to a "Holder" (as
defined therein).
ii. The Holder has been provided with a copy of the Articles of
Association of the Company (the "Articles") and has carefully
read the provisions thereof (including without limitation the
provisions of the "Drag Along Right" as set forth in Article
20(d)).
11. Expenses
-------------
The Company will pay the Israeli Stamp Duty on the issuance of the Warrant
Shares, and will notify the Israeli Companies Registrar of such issuance
within the time period required by law. The Stamp Duty on this Warrant, if
any, will be paid in full by the Company.
12. Loss, Theft, Destruction or Mutilation of Warrant
------------------------------------------------------
Upon receipt by the Company of evidence reasonably satisfactory to it of
the loss, theft, destruction or mutilation of any Warrant or Shares
certificate, and in case of loss, theft or destruction, of indemnity, or
security reasonably satisfactory to it, and upon reimbursement to the
Company of all reasonable expenses incidental thereto, and upon surrender
and cancellation of such Warrant or Shares certificate, if mutilated, the
Company will make and deliver a new Warrant or Shares certificate of like
tenor and dated as of such cancellation, in lieu of such Warrant or Shares
certificate.
13. Notices
------------
<PAGE>
-10-
Any notice or other communication hereunder shall be in writing and shall
be deemed to have been given upon delivery, if personally delivered or
three business days after deposit if deposited in the mail for mailing by
certified mail, postage prepaid, and addressed as follows:
If to Holder: Hapoalim Nechasim (Menayot) Ltd.
c/o Bank Hapoalim B.M.
Electronics Group - Industrial Sector
41-45 Rothschild Blvd.
Tel Aviv, Israel
attn.: Ruthi Simha
fax: 03-567-5699
If to Company: R.T.S. Software Ltd.
5 Kiriat Hamada Street
Har Hotzvim, Jerusalem, Israel
attn.: Samuel HaCohen or Yohanan Engelhardt
fax: 02-5815507
With a copy to: R.T.S. Software Inc.
attn.: Samuel HaCohen or Yohanan Engelhardt
fax: +1-781-890-2953
Each of the above addressees may change its address for purposes of this
paragraph by giving to the other addressees notice of such new address in
conformance with this paragraph.
14. Applicable Law; Jurisdiction
---------------------------------
This Warrant shall be governed by and construed in accordance with the laws
of the State of Israel as applicable to contracts between two residents of
the State of Israel entered into and to be performed entirely within the
State of Israel. Any dispute arising under or in relation to this Warrant
shall be resolved exclusively in the competent court for Tel Aviv-Jaffa
district, and each of the parties hereby submits irrevocably to the
exclusive jurisdiction of such court.
15. Entire Agreement
---------------------
This Warrant constitutes the entire agreement between the parties hereto
with regard to the subject matters hereof, and supersedes any prior
communications, agreements and/or understandings between the parties hereto
with regard to the subject matters hereof.
Dated: January ___, 2000
R.T.S. SOFTWARE LTD.
By: /s/ Yoran Bibring
----------------------------
Title: Chief Financial Officer
-------------------------
<PAGE>
-11-
Agreed to and accepted:
----------------------
Hapoalim Nechasim (Menayot) Ltd.
By: _________________________
Name: _________________________
Title: ________________________
Address: 41-45 Rothschild Blvd.
Tel Aviv, Israel
<PAGE>
-12-
NOTICE OF EXERCISE
To:
1. The undersigned hereby elects to purchase _________ shares of Ordinary
Shares of ____________, pursuant to the terms of the attached Warrant, and
tenders herewith payment of the purchase price for such shares in full.
2. In exercising this Warrant, the undersigned hereby confirms and
acknowledges that the shares of Ordinary Shares are being acquired solely
for the account of the undersigned and not as a nominee for any other
party, or for investment, and that the undersigned will not offer, sell or
otherwise dispose of any such shares of Ordinary Shares except under
circumstances that will not result in a violation of the Securities Act of
1933, as amended, or any state securities laws.
3. Please issue a certificate representing said shares of Ordinary Shares in
the name of the undersigned.
4. Please issue a new Warrant for the unexercised portion of the attached
Warrant in the name of the undersigned.
5. [Optional] This exercise is made contingent upon the closing of the Initial
Public Offering on [____________]. In the event that such closing does not
take place on or before such date, this exercise shall be withdrawn.
____________________ ___________________________
(Date) (Print Name)
___________________________
(Signature)
