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EXHIBIT 10.18
WARRANT NO. 8
THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") AND MAY NOT BE
OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS
AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF COUNSEL IN
FORM AND SUBSTANCE REASONABLY SATISFACTORY TO INTELLON CORPORATION,
SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE
THEREWITH.
500,000 SHARES
AUGUST 30, 2000
COMMON STOCK WARRANT
OF
INTELLON CORPORATION
THIS CERTIFIES THAT MOTOROLA, INC. ("Warrantholder") is entitled to
subscribe for and purchase from Intellon Corporation, a Florida corporation (the
"Company"), at any time or from time to time from the date hereof (the "Issuance
Date") and prior to 5:00 p.m., Ocala, Florida time on June 30, 2003 (the
"Expiration Date"), in accordance with the terms of this Warrant, 500,000 fully
paid and nonassessable shares of the Company's Common Stock (the "Shares"), such
number of shares being subject to adjustment as set forth in Section 5 of this
Warrant.
The price per share payable upon the exercise of this Warrant (such price
or such other prices as may result from the adjustment specified in Section 5 of
this Warrant being referred to herein as the "Warrant Price") shall be $5.00 per
share. The Warrant Price shall be payable by cash or cashier's check.
Upon delivery of this Warrant, together with an executed Notice of
Exercise in the form attached hereto as Exhibit A and payment of the Warrant
Price of the Shares thereby purchased, at the principal office of the Company or
at such other office or agency as the Company may designate by notice in writing
to the holder hereof, the Warrantholder shall be entitled to receive a
certificate or certificates for the Shares so purchased. Upon the date of
delivery of the foregoing, this Warrant shall be deemed to have been exercised
immediately prior to the close of business on the date of its surrender for
exercise as provided above, and the person entitled to receive the Shares
issuable upon such exercise shall be treated for all purposes as the holder of
such shares of record as of the close of business on such date.
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1. Exercise of Warrant. This Warrant may be exercised, in whole or in
part as follows (with such share amounts subject to adjustment as set forth in
Section 5 of this Warrant):
(a) Joint Marketing and Promotion Program. The Warrant may be
exercised for up to 175,000 Shares upon (A) the completion
of the Joint Marketing and Promotion Program (as defined in
the Prototype Development Agreement of even date between
the Company and the Warrantholder) and (B) the execution of
a firm commitment from a multiple cable system operator
("MSO") or other service provider for an evaluation program
("MSO/Service Provider Evaluation Program") of the HomePlug
Alliance ("HomePlug") technology as embodied in the
Company's chip sets and the prototype developed under such
Prototype Development Agreement.
(b) Market Establishment. The Warrant may be exercised for up
to an additional 150,000 Shares upon (A) the completion of
the program contemplated by the MSO/Service Provider
Evaluation Program (whether or not such program is
completed by the MSO or service provider which enters into
the MSO/Service Provider Evaluation Program), including lab
testing, and (B) an order from the Warrantholder to the
Company of at least 20,000 of either (x) chip sets to be
incorporated into the Warrantholder's broadband products,
(y) related accessories if such accessories are marketed or
sold in conjunction with the Warrantholder's broadband
products or (z) such other products and accessories
mutually agreed by the Company and the Warrantholder.
(c) Market Penetration. The Warrant may be exercised for up to
an additional 175,000 Shares upon either:
(A) (x) the Warrantholder taking delivery directly or
indirectly of 25,000 of either (I) Company chip sets
following the date this Warrant becomes exercisable
pursuant to Sections 1(a) and (b) of this Warrant, (II)
chip sets incorporated into related accessories
incorporating HomePlug compliant technology if the
accessories are marketed or sold in conjunction with the
Warrantholder's broadband products or (III) such other
products and accessories mutually agreed by the Company and
the Warrantholder and (y) the Warrantholder shipping one
million (1,000,0000) broadband products incorporating
HomePlug technology that is licensed from the Company or a
Company licensee. The delivery of Company chip sets
included in the Prototype Development Agreement and any
chip sets delivered in connection with satisfaction of
Sections 1(a) and (b) of this Warrant shall be credited
toward this 25,000 chip set requirement
OR
(B) (x) the Warrantholder taking delivery directly or
indirectly of 100,000 of either (I) Company chip sets for
incorporation into broadband products following the date
this Warrant becomes exercisable pursuant to Sections
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1(a) and (b) of this Warrant, (II) chip sets incorporated
into related accessories if the accessories are marketed or
sold in conjunction with Warrantholder's broadband products
or (III) such other products and accessories mutually
agreed by the Company and the Warrantholder. The delivery
of Company chip sets included in the Prototype Development
Agreement and any chip sets delivered in connection with
satisfaction of Sections 1(a) and (b) of this Warrant shall
be credited toward this 100,000 chip set requirement.
(d) As used herein, "indirectly" shall include the
Warrantholder taking delivery of third party products
incorporating Company chip sets for resale to MSO's,
service providers, consumers, or others and may also
include another division of Warrantholder or its affiliates
taking delivery of the chip sets.
Subject to the foregoing, the Warrant shall be exercised upon the
surrender of this Warrant (with the Notice of Exercise in the form attached
hereto as Exhibit A duly executed) at the principal office of the Company and
through payment to the Company of the Warrant Price multiplied by the number of
Shares then being purchased. The Company shall, within 10 days after such
delivery, prepare a certificate for the Shares purchased in the name of the
holder of this Warrant, or as such holder may direct (subject to the
restrictions upon transfer contained herein and upon payment by such holder
hereof of any applicable transfer taxes). In the event of any exercise of the
rights represented by this Warrant, certificates for the shares of stock so
purchased shall be delivered to the holder hereof within a reasonable time and,
unless this Warrant has been fully exercised or expired, a new Warrant
representing the portion of the shares, if any, with respect to which this
Warrant shall not then have been exercised shall also be issued to the holder
hereof within such reasonable time. If at any time the Warrantholder believes in
good faith that the conditions to this Warrant being exercisable as set forth in
items (a), (b) or (c) above have been satisfied, the Warrantholder may deliver
to the Company a certificate (a "Satisfaction Certificate") to that effect. If
the Company does not object in writing delivered to the Warrantholder within ten
(10) business days after the delivery of a Satisfaction Certificate, the Warrant
shall be conclusively deemed to be exercisable with respect to the shares set
forth in such items (a), (b) and (c). If the Company objects in writing within
the time specified in the preceding sentence, the Warrantholder and the Company
will use good faith efforts to resolve such objection within thirty (30) days
after the delivery of the Satisfaction Certificate. If the Company and the
Warrantholder are unable to reach satisfactory resolution of such objections,
each party will consent to submitting this dispute to a court of competent
jurisdiction for purposes of obtaining a declaratory judgment as to whether this
Warrant may be exercised with respect to the shares in such items (a), (b) and
(c).
2. Stock Fully Paid; Reservation of Shares. All Shares which may be
issued upon the exercise of the rights represented by this Warrant will, upon
issuance, be fully paid and nonassessable, and free from all preemptive rights,
rights of first refusal, taxes, liens and charges with respect to the issue
thereof. During the period within which the rights represented by this Warrant
may be exercised, the Company will at all times have authorized, and reserved
for the purpose of the issue upon exercise of the purchase rights evidenced by
this Warrant, a sufficient
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number of shares of its Common Stock to provide for the exercise of the rights
represented by this Warrant.
3. Limitation on Transfer and Exercise.
(a) The Company need not register a transfer of this Warrant
unless the conditions specified in the legend on the front page hereof are
satisfied. Subject to the satisfaction of such conditions, any transfer of this
Warrant and all rights hereunder, in whole or in part, shall be registered on
the books of the Company to be maintained for such purpose, upon surrender of
this Warrant at the principal office of the Company, or the office or agency
designated by the Company, together with a written assignment of this Warrant
substantially in the form of Exhibit B hereto duly executed by the Warrantholder
or its agent or attorney and funds sufficient to pay any transfer taxes payable
upon the making of such transfer. Upon such surrender and, if required, such
payment, the Company shall, subject to the conditions set forth in the legend,
execute and deliver a new Warrant or Warrants in the name of the assignee or
assignees and in the denomination specified in such instrument of assignment,
and shall issue to the assignor a new Warrant evidencing the portion of this
Warrant not so assigned, and this Warrant shall promptly be canceled. A Warrant,
if properly assigned, may be exercised by a new holder for the purchase of the
Shares without having a new Warrant issued.
(b) Subject to the conditions set forth in the legend, this
Warrant may be divided or combined with other Warrants upon presentation hereof
at the aforesaid office or agency of the Company, together with a written notice
specifying the names and denominations in which new Warrants are to be issued,
signed by the Warrantholder or its agent or attorney. Subject to compliance with
this Section 3 as to any transfer which may be involved in such division or
combination, the Company shall execute and deliver a new Warrant or Warrants in
exchange for the Warrant or Warrants to be divided or combined in accordance
with such notice.
(c) The Company shall prepare, issue and deliver at its own
expense (other than transfer taxes) the new Warrant or Warrants under this
Section 3.
(d) The Company agrees to maintain, at its aforesaid office or
agency, books for the registration and the registration of transfer of the
Warrants.
4. Rights, Preferences, Privileges and Restrictions of Common Stock.
The Shares of Common Stock shall have the rights, preferences, privileges and
restrictions set forth in the Company's Restated Articles of Incorporation (the
"Articles"), as such Articles may be amended from time to time in accordance
with their provisions.
5. Adjustments.
(a) Adjustment for Share Splits and Combinations. If the
Company at any time or from time to time after the Issue Date effects a
subdivision of the Company's Common Stock (the "Underlying Shares"), the Warrant
Price then in effect immediately before that subdivision shall be
proportionately decreased and the number of Underlying Shares issuable upon any
exercise hereof shall be proportionally increased, and conversely, if the
Company at any time or from time to time after the Issue Date combines the
outstanding Underlying Shares into a smaller number of shares, the Warrant Price
then in effect immediately before the
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combination shall be proportionately increased and the number of Underlying
Shares issuable upon any exercise hereof shall be proportionally decreased. Any
adjustment under this subsection A shall become effective at the close of
business on the date such subdivision or combination becomes effective.
(b) Adjustment for Certain Dividends and Distributions. If the
Company at any time or from time to time makes, or fixes a record date for the
determination of holders of Underlying Shares entitled to receive, a dividend or
other distribution payable in additional Underlying Shares, then and in each
such event the Warrant Price then in effect shall be decreased as of the time of
such issuance or, in the event such record date is fixed, as of the close of
business on such record date, by multiplying the Warrant Price then in effect by
a fraction (1) the numerator of which is the total number of Underlying Shares
issued and outstanding immediately prior to the time of such issuance or the
close of business on such record date, and (2) the denominator of which shall be
the total number of Underlying 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 Underlying Shares issuable in payment of such dividend or
distribution, and the number of Underlying Shares issuable upon any exercise of
this Warrant shall be increased as of the time of such issuance, or in the event
such record date is fixed, as of the close of business on such record date, by
multiplying the number of shares issuable upon any exercise of this Warrant at
such time by a fraction (1) the numerator of which shall be the total number of
Underlying 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
Underlying Shares issuable in payment of such dividend or distribution, and (2)
the denominator of which shall be the total number of Underlying 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 therefor, the Warrant Price and the number of Underlying
Shares issuable upon any exercise of this Warrant shall be recomputed
accordingly as of the close of business on such record date and thereafter the
Warrant Price shall be adjusted pursuant to this subsection (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 after the Issue Date makes,
or fixes a record date for the determination of holders of Underlying Shares
entitled to receive, a dividend or other distribution payable in securities of
the Company (other than Underlying Shares in which an adjustment is made
elsewhere in this Section 4) or in other assets or property of the Company,
then, and in each such event, the then existing Warrant Price shall be reduced
to a price equal to the product of the then existing Warrant Price multiplied by
a fraction (i) the numerator of which shall be equal to the difference of (A)
the Fair Market Value (defined below) of a share of the Company's Common Stock
immediately prior to such dividend or distribution less (B) the Fair Market
Value of the such securities or other assets or property of the Company to be
received in such dividend or distribution by a holder of one share of the
Company's Common Stock, and (ii) the denominator of which shall be equal to the
Fair Market Value of a share of the Company's Common Stock immediately prior to
such dividend or distribution, and the number of Underlying Shares issuable upon
any exercise of this Warrant shall be increased by multiplying the number of
shares issuable upon any exercise of this Warrant at such time by a fraction (i)
the numerator of which shall be equal to the Fair Market Value of a share of the
Company's
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Common Stock immediately prior to such dividend or distribution, and (ii) the
denominator of which shall be equal to the difference of (A) the Fair Market
Value (defined below) of a share of the Company's Common Stock immediately prior
to such dividend or distribution less (B) the Fair Market Value of the such
securities or other assets or property of the Company to be received in such
dividend or distribution by a holder of one share of the Company's Common Stock.
(d) Adjustment for Reclassification, Exchange and Substitution.
In the event that at any time or from time to time after the Issue Date, the
Common Shares or other securities issuable upon exercise of this Warrant are
changed into the same or a different number of shares of any class or classes of
stock, whether by recapitalization, reclassification or otherwise (other than a
subdivision or combination of shares or stock dividend or a reorganization,
merger, consolidation or sale of assets, provided for elsewhere in this Section
5), then and in any such event the Warrantholder of this Warrant shall have the
right thereafter to exercise this Warrant into the kind and amount of stock and
other securities and property receivable upon such recapitalization,
reclassification or other change, by holders of the maximum number of Common
Shares or other such securities for which this Warrant could have been exercised
immediately prior to such recapitalization, reclassification or change, all
subject to further adjustment as provided herein.
(e) Reorganizations, Mergers, Consolidations or Transfers of
Assets. If at any time or from time to time after the Issue Date there is a
capital reorganization of the Underlying Shares or other securities issuable
upon exercise of this Warrant (other than a recapitalization, subdivision,
combination, reclassification or exchange of shares provided for elsewhere in
this Section 5) or a merger, consolidation or binding share exchange of the
Company with or into another entity, or the transfer of all or substantially all
of the Company's properties and assets to any other entity, then, as a part of
such capital reorganization, merger, consolidation, exchange or transfer,
provision shall be made so that the Warrantholder of this Warrant shall
thereafter be entitled to receive upon exercise of this Warrant the number of
shares of stock or other securities, cash or property to which a holder of the
number of Common Shares or other securities deliverable upon exercise of this
Warrant would have been entitled on such capital reorganization, merger,
consolidation, exchange or transfer in respect of such Common Shares or other
securities. In any such case, appropriate adjustment shall be made in the
application of the provisions of this Section 5 with respect to the rights of
the Warrantholder of this Warrant after the capital reorganization, merger,
consolidation, exchange or transfer to the end that the provisions of this
Section 5 (including adjustment of the Warrant Price then in effect and the
number of shares purchasable upon exercise of this Warrant) shall be applicable
after that event and be as nearly equivalent as may be practicable. The Company
shall not effect any such capital reorganization, consolidation, merger,
exchange or transfer of assets unless prior to or simultaneously with the
consummation thereof the successor (if other than the Company) resulting from
such capital reorganization, merger, consolidation or exchange or the entity
acquiring such assets or other appropriate entity shall assume, by written
instrument, the obligation to deliver to the Warrantholder of this Warrant such
securities, cash or other property as, in accordance with the foregoing
provisions, such Warrantholder may be entitled to purchase and the other
obligations of this Warrant.
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(f) Certificate of Adjustment. In each case of an adjustment or
readjustment of the Warrant Price or the number of Common Shares or other
securities issuable upon exercise of this Warrant, the Company, at its expense,
shall cause the Chief Financial Officer of the Company to compute such
adjustment or readjustment in accordance with the provisions hereof and prepare
a certificate showing such adjustment or readjustment, and shall mail such
certificate, by first class mail, postage prepaid, to the Warrantholder of this
Warrant at the Warrantholder's address as shown in the Company's books. The
certificate shall set forth such adjustment or readjustment, showing in detail
the facts upon which such adjustment or readjustment is based, including a
statement of (1) the Warrant Price at the time in effect, (2) the number of
Common Shares that would be received upon exercise of this Warrant and (3) the
type and amount, if any, of other property which at the time would be received
upon exercise of this Warrant.
(g) Notices of Record Date. In the event of (i) any taking by
the Company of a record of the holders of any class of securities for the
purpose of determining the holders thereof who are entitled to receive any
dividend or other distribution, or (ii) any capital reorganization of the
Company, any reclassification or recapitalization of the Underlying Shares of
the Company, any merger or consolidation of the Company with or into any other
entity, or any transfer of all or substantially all of the assets of the Company
to any other person or any voluntary or involuntary dissolution, liquidation or
winding up of the Company, the Company shall mail to the Warrantholder of this
Warrant at least ten (10) days prior to the record date specified therein, a
notice specifying (1) the date on which any such record is to be taken for the
purpose of such dividend or distribution and a description of such dividend or
distribution, (2) the date on which any such reorganization, reclassification,
transfer, consolidation, merger, dissolution, liquidation or winding up is
expected to become effective, and (3) the date, if any, that is to be fixed, as
to when the holders of record of the Company's Common Stock (or other
securities) shall be entitled to exchange their shares of the Company's Common
Stock (or other securities) for securities or other property deliverable upon
such reorganization, reclassification, transfer, consolidation, merger,
dissolution, liquidation or winding up. The failure to give any such notice to
Warrantholder shall not affect the validity of any reclassification or
recapitalization of the Underlying Shares, any merger, or consolidation of the
Company or any transfer of all or substantially all of the assets of the
Company, or involuntary dissolution, liquidation or winding down of the Company.
6. Public Offering Agreement. On the closing date of the initial
underwritten public offering of the Company's Common Stock pursuant to a
registration statement declared effective by the Securities and Exchange
Commitment, the Warrantholder shall, if requested by the underwriter retained by
the Company in connection with such offering, enter into an agreement with such
underwriter not to offer, sell, contract to sell, distribute, grant any option,
right, or warrant for the purchase of, or pledge, hypothecate, make any short
sale, or otherwise transfer or dispose of, directly or indirectly, any of the
Shares, or any securities convertible into, or exercisable or exchangeable for,
Shares, or any other Shares acquired by the Warrantholder, for a period of 180
days after the closing date of the Public Offering; provided, the directors and
officers of the Company enter into agreements substantially similar to that of
the Warrantholder. In the event that any person or entity that is bound by a
similar restriction shall be released from the restrictions of such agreement
prior to the end of the 180 day period, then the Investor shall
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similarly be released on a pro rata basis (based on the number of shares of
Common Stock held by each such person or entity) to the same extent as such
person or entity.
7. Miscellaneous.
(a) The Company covenants that it will at all times reserve and
keep available, solely for the purpose of issue upon the exercise hereof, a
sufficient number of shares of Common Stock to permit the exercise hereof in
full. Such shares when issued in compliance with the provisions of this Warrant
and the Company's Articles, as amended, will be duly authorized, validly issued,
fully paid and nonassessable.
(b) The terms of this Warrant shall be binding and shall inure
to the benefit of any successors or assigns of the Company and of the
Warrantholder.
(c) No Warrantholder, as such, shall be entitled to vote or
receive dividends or be deemed to be a shareholder of the Company for any
purpose, nor shall anything contained in this Warrant be construed to confer
upon the holder of this Warrant, as such, any rights of a shareholder of the
Company or any right to vote, give or withhold consent to any corporate action,
receive notice of meetings, receive dividends or subscription rights, or
otherwise.
(d) Receipt of this Warrant by the Warrantholder shall
constitute acceptance of and agreement to the foregoing terms and conditions.
(e) The Company will not, by amendment of its Articles or
through any other means, avoid or seek to avoid the observance or performance of
any of the terms of this Warrant, but will at all times in good faith assist in
the carrying out of all such terms and in the taking of all such actions as may
be necessary or appropriate in order to protect the rights of the holder of this
Warrant against impairment.
(f) Upon receipt of evidence reasonably satisfactory to the
Company of the loss, theft, destruction or mutilation of this Warrant and, in
the case of any such loss, theft or destruction, upon delivery of an indemnity
agreement reasonably satisfactory in form and amount to the Company or, in the
case of any such mutilation, upon surrender and cancellation of such Warrant,
the Company at its expense will execute and deliver, in lieu thereof, a new
Warrant of like date and tenor.
(g) (1) The Company and the Warrantholder hereby acknowledge
that exercise of this Warrant by the Warrantholder is subject to receipt of all
necessary governmental consents and approvals and may subject the Company and/or
the Warrantholder to the filing requirements of the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended (the "HSR Act"), and that the Warrantholder
may be prevented from acquiring Common Shares upon exercise of this Warrant
until receipt of all necessary governmental consents and approvals and the
expiration or early termination of all waiting periods imposed by the HSR Act
("Governmental Approvals"). Promptly following the Warrantholder's notice of
exercise or other written request from the Warrantholder, the Company and the
Warrantholder will use their respective reasonable best efforts to make all
filings necessary to obtain all Governmental Approvals. Notwithstanding the
foregoing, neither the Company nor the Warrantholder of this Warrant shall be
obligated to take any action to obtain any Governmental Approvals, if the
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taking of such action could have the direct or indirect effect of restricting,
limiting or otherwise subjecting to penalty either the Company or the
Warrantholder of this Warrant in the ownership of their respective assets or the
conduct of their respective businesses (including, without limitation, requiring
that the Warrantholder of this Warrant sell, divest or otherwise dispose of any
of its assets or businesses). Subject to clause (b) below, if the Warrantholder
and, to the extent applicable, the Company are not able to obtain all such
Governmental Approvals on or before the Expiration Date, this Warrant will
expire on the Expiration Date.
(2) Notwithstanding anything to the contrary contained within
this clause (g), if the Warrantholder has requested that the Company and the
Warrantholder use their respective reasonable best efforts to make all filings
necessary to obtain all Governmental Approvals at least six months prior to the
Expiration Date (the "Governmental Approval Procedure"), and the necessary
Governmental Approvals have not been obtained prior to the Expiration Date
(despite the Warrantholder's and Company's respective reasonable best efforts to
obtain such Governmental Approvals), the Exercise Period shall be extended for a
period not to exceed 12 months following the Expiration Date (the "Post
Expiration Period") in order to allow for receipt of the necessary Governmental
Approvals.
(h) If any term, provision, covenant or restriction of this
Warrant is held by a court of competent jurisdiction to be invalid, void or
unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this Warrant shall remain in full force and effect and shall in
no way be affected, impaired or invalidated.
(i) Neither this Warrant nor any term hereof may be changed,
waived, discharged or terminated orally but only by an instrument in writing
signed by the party against which enforcement of the change, waiver, discharge
or termination is sought.
(j) This Warrant shall be governed by the laws of the State of
Florida.
IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by
its duly authorized officer.
Dated: August 29, 2000 INTELLON CORPORATION
By: /s/ Horst G. Sandfort
----------------------------------------
Horst G. Sandfort
President and Chief Executive Officer
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EXHIBIT B
FORM OF TRANSFER
(To be signed only upon transfer of Warrant)
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto _______________________________ the right represented by the attached
Warrant to purchase _________ shares of Common Stock of Intellon Corporation to
which the attached Warrant relates, and appoints ________________________
Attorney to transfer such right on the books of Intellon Corporation with full
power of substitution in the premises.
Dated:
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<TABLE>
<CAPTION>
<S> <C>
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(Signature must conform in all respects to
name of Warrantholder as specified on the face
of the Warrant)
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(Address)
</TABLE>
Signed in the presence of:
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* Insert here the number of shares without making any adjustment for
additional shares of Common Stock or any other stock or other securities or
property or cash which, pursuant to the adjustment provisions of the
Warrant, may be deliverable upon exercise.
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EXHIBIT A
NOTICE OF EXERCISE
[To be signed upon exercise of Warrant]
The undersigned holder of the Warrant, hereby irrevocably elects to
exercise the purchase rights represented by such Warrant for, and to purchase
thereunder, _______ shares of Common Stock, of Intellon Corporation, and
herewith makes payment of $_______ therefor or certifies to Intellon Corporation
that it has paid to Intellon Corporation in accordance with the terms of the
Warrant an amount equal to $5.00 for each share of Common Stock being purchased
pursuant to this Notice of Exercise (such price subject to adjustment as set
forth in the Warrant), and requests that the certificates for such shares be
issued in the name of, and delivered to ___________________ whose address is
_________________________________________.
Dated:
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(Signature)
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(Name)
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(Address)
