NEITHER THIS WARRANT NOR THE SHARES OF COMMON
STOCK ISSUABLE UPON EXERCISE HEREOF HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED, OR ANY APPLICABLE STATE
SECURITIES LAW AND NEITHER MAY BE SOLD OR
OTHERWISE TRANSFERRED UNTIL (I) A
REGISTRATION STATEMENT UNDER SUCH SECURITIES
ACT AND SUCH APPLICABLE STATE SECURITIES LAWS
SHALL HAVE BECOME EFFECTIVE WITH REGARD
THERETO, OR (II) THE COMPANY SHALL HAVE
RECEIVED A WRITTEN OPINION OF COUNSEL
ACCEPTABLE TO THE COMPANY TO THE EFFECT THAT
REGISTRATION UNDER SUCH SECURITIES ACT AND
SUCH APPLICABLE STATE SECURITIES LAWS IS NOT
REQUIRED IN CONNECTION WITH SUCH PROPOSED
TRANSFER.
CAMBEX CORPORATION
COMMON STOCK PURCHASE WARRANT
Warrant No. SCA/PW-4 15,000 shares
Original Issue Date: February 9, 2000
THIS CERTIFIES THAT, FOR VALUE RECEIVED, SOVCAP EQUITY
PARTNERS LTD. or its assigns (the "Holder") is entitled
to purchase, on the terms and conditions hereinafter
set forth, at any time or from time to time from the
date hereof until 5:00 p.m., Eastern Time, on the fifth
(5th) anniversary of the Original Issue Date set forth
above, or if such date is not a day on which the
Company is open for business, then the next succeeding
day on which the Company is open for business (such
date is the "Expiration Date"), but not thereafter, to
purchase up to FIFTEEN THOUSAND (15,000) shares {equal
to 15% of amount of Bridge Notes purchased by Holder}
of the Common Stock, par value $.10 (the "Common
Stock"), of CAMBEX CORPORATION, a Massachusetts
corporation (the "Company"), at a price of $7.01 {110%
of Closing Bid Price on Original Issue Date} per share
(the "Exercise Price"), such number of shares and
Exercise Price being subject to adjustment upon the
occurrence of the contingencies set forth in this
Warrant. Each share of Common Stock as to which this
Warrant is exercisable is a "Warrant Share" and all
such shares are collectively referred to as the
"Warrant Shares."
Section 1. Exercise of Warrant; Conversion of
Warrant.
(a) This Warrant may, at the option of the
Holder, be exercised in whole or in part from
time to time by delivery to the Company at
its office at 360 Second Avenue, Waltham,
Massachusetts 02451, Attention: Executive
Vice President, or to any transfer agent for
the Common Stock, on or before 5:00 p.m.,
Eastern Time, on the Expiration Date, (i) a
written notice of such registered Holder's
election to exercise this Warrant (the
"Exercise Notice"), which notice may be in
the form of the Notice of Exercise attached
hereto, properly executed and completed by
the registered Holder or an authorized
officer thereof, (ii) a check payable to the
order of the Company, in an amount equal to
the product of the Exercise Price multiplied
by the number of Warrant Shares specified in
the Exercise Notice, and (iii) this Warrant
(the items specified in (i), (ii), and (iii)
are collectively the "Exercise Materials").
(b) This Warrant may, at the option of the
Holder and only in accordance with the terms
of this Section 1(b), be converted into
Common Stock in whole but not in part, if and
only if the Average Market Price of one share
of Common Stock on the Effective Date (as
defined in Section 1(c) hereof) is greater
than the Exercise Price, by delivery to the
Company at the address designated in Section
1(a) above or to any transfer agent for the
Common Stock, on or before 5:00 p.m. Eastern
Time on the Expiration Date, (i) a written
notice of Holder's election to convert this
Warrant (the "Conversion Notice"), properly
executed and completed by the registered
Holder or an authorized officer thereof, and
(ii) this Warrant (the items specified in (i)
and (ii) are collectively the "Conversion
Materials"). The number of shares of Common
Stock issuable upon conversion of this
Warrant is equal to the quotient of (x) the
product of the number of Warrant Shares then
issuable upon exercise of this Warrant
(assuming an exercise for cash) multiplied by
the difference between (A) the Average Market
Price of one share of Common Stock for the
five (5) trading day period ended the day
prior to the Effective Date (as such term is
defined in Section 1(c) hereof) minus (B) the
then effective Exercise Price divided by
(y) the Average Market Price of one share of
Common Stock for the five (5) trading day
period ended the day prior to the Effective
Date. As used herein, "Average Market Price"
on any particular date (a "Determination
Date") means, with respect to one share of
Common Stock for any Determination Date, that
price which is equal to the arithmetic
average of the Closing Bid Prices (as defined
below) for the Common Stock for each trading
day in a five trading day period ended on the
day prior to a Determination Date. As used
herein, "Closing Bid Price" means, for any
security as of any date, the last closing bid
price on the NASDAQ National Market (the
"NASDAQ-NM") as reported by Bloomberg
Financial Markets ("Bloomberg"), or, if the
NASDAQ-NM is not the principal trading market
for the Common Stock, the last closing bid
price of the Common Stock on the principal
securities exchange or trading market where
the Common Stock is listed or traded as
reported by Bloomberg, or if the foregoing do
not apply, the last closing bid price of the
Common Stock in the over-the-counter market
on the pink sheets or bulletin board for the
Common Stock as reported by Bloomberg, or, if
no closing bid price is reported for the
Common Stock by Bloomberg, the last closing
trade price of the Common Stock as reported
by Bloomberg. If the Closing Bid Price
cannot be calculated for the Common Stock on
such date on any of the foregoing bases, the
Closing Bid Price of the Common Stock on such
date shall be the fair market value as
reasonably determined in good faith by the
Board of Directors of the Company (all as
appropriately adjusted for any stock
dividend, stock split, or other similar
transaction during such period). Holder may
exercise this Warrant under this Section 1(b)
only (1) with the consent of the Company or
(2) at the sole discretion of Holder if a
registration statement with respect to the
Warrant Shares is not effective on or before
the Maturity Date;
(c) Upon timely receipt of the Exercise
Materials or Conversion Materials (whichever
is applicable), the Company shall, as
promptly as practicable, and in any event
within ten (10) business days after its
receipt of the Exercise Materials or
Conversion Materials, execute or cause to be
executed and delivered to Holder a
certificate or certificates representing the
number of Warrant Shares specified in the
Exercise Notice or if Holder delivered a
Conversion Notice, the number of shares of
Common Stock issuable upon conversion of this
Warrant (whichever is applicable), together
with cash in lieu of any fraction of a share,
and, (x) if the Warrant is exercised in full,
a copy of this Warrant marked "Exercised," or
(y) if the Warrant is partially exercised, a
copy of this Warrant marked "Partially
Exercised" together with a new Warrant on the
same terms for the unexercised balance of the
Warrant Shares, or (z) if the Warrant is
converted, a copy of this Warrant marked
"Converted." The stock certificate or
certificates shall be registered in the name
of the registered Holder of this Warrant or
such other name or names as shall be
designated in the Exercise Notice or
Conversion Notice. The date on which the
Warrant shall be deemed to have been
exercised or converted (the "Effective
Date"), and the date the person in whose name
any certificate evidencing the Common Stock
issued upon the exercise or conversion hereof
is issued shall be deemed to have become the
holder of record of such shares, shall be the
date the Company receives the Exercise
Materials or Conversion Materials,
irrespective of the date of delivery of a
certificate or certificates evidencing the
Common Stock issued upon the exercise or
conversion hereof, except that, if the date
on which the Exercise Materials or Conversion
Materials are received by the Company is a
date on which the stock transfer books of the
Company are closed, the Effective Date shall
be the date the Company receives the Exercise
Materials or Conversion Materials, and the
date such person shall be deemed to have
become the holder of the Common Stock issued
upon the exercise or conversion hereof shall
be the next succeeding date on which the
stock transfer books are open. All shares
of Common Stock issued upon the exercise or
conversion of this Warrant will, upon
issuance, be fully paid and nonassessable and
free from all taxes, liens, and charges with
respect thereto.
(d) If the Company shall fail to issue to
Holder within ten (10) business days
following the Effective Date a certificate
for the number of shares of Common Stock to
which such holder is entitled upon such
holder's exercise or conversion of this
Warrant, in addition to all other available
remedies which such holder may pursue
hereunder and the Series 1 Bridge Note
Purchase and Security Agreement between the
Company and the initial holder of the Warrant
(the "Securities Purchase Agreement")
including indemnification pursuant to Section
7.18 thereof (all of which shall be
cumulative), the Company shall pay additional
damages to such holder on each day after the
Effective Date, an amount equal to 1.0% of
the product of (A) the number of Warrant
Shares not issued to Holder and to which
Holder is entitled multiplied by (B) the
Closing Bid Price of the Common Stock on the
Effective Date. Such damages shall be
computed daily and are due and payable daily.
Section 2. Adjustments to Warrant Shares.
The number of Warrant Shares issuable upon the exercise
hereof shall be subject to adjustment as follows:
(a) In the event the Company is a party to a
consolidation, share exchange, or merger, or
the sale of all or substantially all of the
assets of the Company to, any person, or in
the case of any consolidation or merger of
another corporation into the Company in which
the Company is the surviving corporation, and
in which there is a reclassification or
change of the shares of Common Stock of the
Company, this Warrant shall after such
consolidation, share exchange, merger, or
sale be exercisable for the kind and number
of securities or amount and kind of property
of the Company or the corporation or other
entity resulting from such share exchange,
merger, or consolidation, or to which such
sale shall be made, as the case may be (the
"Successor Company"), to which a holder of
the number of shares of Common Stock
deliverable upon the exercise (immediately
prior to the time of such consolidation,
share exchange, merger, or sale) of this
Warrant would have been entitled upon such
consolidation, share exchange, merger, or
sale; and in any such case appropriate
adjustments shall be made in the application
of the provisions set forth herein with
respect to the rights and interests of the
registered Holder of this Warrant, such that
the provisions set forth herein shall
thereafter correspondingly be made
applicable, as nearly as may reasonably be,
in relation to the number and kind of
securities or the type and amount of property
thereafter deliverable upon the exercise of
this Warrant. The above provisions shall
similarly apply to successive consolidations,
share exchanges, mergers, and sales. Any
adjustment required by this Section 2 (a)
because of a consolidation, share exchange,
merger, or sale shall be set forth in an
undertaking delivered to the registered
Holder of this Warrant and executed by the
Successor Company which provides that the
Holder of this Warrant shall have the right
to exercise this Warrant for the kind and
number of securities or amount and kind of
property of the Successor Company or to which
the holder of a number of shares of Common
Stock deliverable upon exercise (immediately
prior to the time of such consolidation,
share exchange, merger, or sale) of this
Warrant would have been entitled upon such
consolidation, share exchange, merger, or
sale. Such undertaking shall also provide
for future adjustments to the number of
Warrant Shares and the Exercise Price in
accordance with the provisions set forth in
Section 2 hereof.
(b) In the event the Company should at any
time, or from time to time after the Original
Issue Date, fix a record date for the
effectuation of a stock split or subdivision
of the outstanding shares of Common Stock or
the determination of holders of Common Stock
entitled to receive a dividend or other
distribution payable in additional shares of
Common Stock, or securities or rights
convertible into, or entitling the holder
thereof to receive directly or indirectly,
additional shares of Common Stock
(hereinafter referred to as "Common Stock
Equivalents") without payment of any
consideration by such holder for the
additional shares of Common Stock or the
Common Stock Equivalents (including the
additional shares of Common Stock issuable
upon exercise or exercise thereof), then, as
of such record date (or the date of such
dividend, distribution, split, or subdivision
if no record date is fixed), the number of
Warrant Shares issuable upon the exercise
hereof shall be proportionately increased and
the Exercise Price shall be appropriately
decreased by the same proportion as the
increase in the number of outstanding Common
Stock Equivalents of the Company resulting
from the dividend, distribution, split, or
subdivision. Notwithstanding the preceding
sentence, no adjustment shall be made to
decrease the Exercise Price below $.10 per
Share.
(c) In the event the Company should at any
time or from time to time after the Original
Issue Date, fix a record date for the
effectuation of a reverse stock split, or a
transaction having a similar effect on the
number of outstanding shares of Common Stock
of the Company, then, as of such record date
(or the date of such reverse stock split or
similar transaction if no record date is
fixed), the number of Warrant Shares issuable
upon the exercise hereof shall be
proportionately decreased and the Exercise
Price shall be appropriately increased by the
same proportion as the decrease of the number
of outstanding Common Stock Equivalents
resulting from the reverse stock split or
similar transaction.
(d) In the event the Company should at any
time or from time to time after the Original
Issue Date, fix a record date for a
reclassification of its Common Stock, then,
as of such record date (or the date of the
reclassification if no record date is set),
this Warrant shall thereafter be convertible
into such number and kind of securities as
would have been issuable as the result of
such reclassification to a holder of a number
of shares of Common Stock equal to the number
of Warrant Shares issuable upon exercise of
this Warrant immediately prior to such
reclassification, and the Exercise Price
shall be unchanged.
(e) The Company will not, by amendment of
its Articles of Organization or through
reorganization, consolidation, merger,
dissolution, issue, or sale of securities,
sale of assets or any other voluntary action,
void or seek to avoid the observance or
performance of any of the terms of the
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 against
dilution or other impairment. Without
limiting the generality of the foregoing, the
Company (x) will not create a par value of
any share of stock receivable upon the
exercise of the Warrant above the amount
payable therefor upon such exercise, and (y)
will take all such action as may be necessary
or appropriate in order that the Company may
validly and legally issue fully paid and non-
assessable shares upon the exercise of the
Warrant.
(f) When any adjustment is required to be
made in the number or kind of shares
purchasable upon exercise of the Warrant, or
in the Exercise Price, the Company shall
promptly notify the Holder of such event and
of the number of shares of Common Stock or
other securities or property thereafter
purchasable upon exercise of the Warrants and
of the Exercise Price, together with the
computation resulting in such adjustment.
(g) The Company covenants and agrees that
all Warrant Shares which may be issued will,
upon issuance, be validly issued, fully paid,
and non-assessable. The Company further
covenants and agrees that the Company will at
all times have authorized and reserved, free
from preemptive rights, a sufficient number
of shares of its Common Stock to provide for
the exercise of the Warrant in full.
Section 3. No Stockholder Rights.
This Warrant shall not entitle the Holder hereof to any
voting rights or other rights as a stockholder of the
Company.
Section 4. Transfer of Securities.
(a) This Warrant and the Warrant Shares and
any shares of capital stock received in
respect thereof, whether by reason of a stock
split or share reclassification thereof, a
stock dividend thereon, or otherwise, shall
not be transferable except upon compliance
with the provisions of the Securities Act of
1933, as amended (the "Securities Act") and
applicable state securities laws with respect
to the transfer of such securities. The
Holder of this Warrant, by acceptance of this
Warrant, agrees to be bound by the provisions
of Section 4 hereof and to indemnify and hold
harmless the Company against any loss or
liability arising from the disposition of
this Warrant or the Warrant Shares issuable
upon exercise hereof or any interest in
either thereof in violation of the provisions
of this Warrant.
(b) Each certificate for the Warrant Shares
and any shares of capital stock received in
respect thereof, whether by reason of a stock
split or share reclassification thereof, a
stock dividend thereon or otherwise, and each
certificate for any such securities issued to
subsequent transferees of any such
certificate shall (unless otherwise permitted
by the provisions hereof) be stamped or
otherwise imprinted with a legend in
substantially the following form:
Legend for Warrant Shares or other shares of capital
stock:
NEITHER THIS WARRANT NOR THE SHARES OF COMMON
STOCK ISSUABLE UPON EXERCISE HEREOF HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED, OR ANY APPLICABLE STATE
SECURITIES LAW AND NEITHER MAY BE SOLD OR
OTHERWISE TRANSFERRED UNTIL (I) A
REGISTRATION STATEMENT UNDER SUCH SECURITIES
ACT AND SUCH APPLICABLE STATE SECURITIES LAWS
SHALL HAVE BECOME EFFECTIVE WITH REGARD
THERETO, OR (II) THE COMPANY SHALL HAVE
RECEIVED A WRITTEN OPINION OF COUNSEL
ACCEPTABLE TO THE COMPANY TO THE EFFECT THAT
REGISTRATION UNDER SUCH SECURITIES ACT AND
SUCH APPLICABLE STATE SECURITIES LAWS IS NOT
REQUIRED IN CONNECTION WITH SUCH PROPOSED
TRANSFER.
Section 5. Miscellaneous.
(a) The terms of this Warrant shall be
binding upon and shall inure to the benefit
of any successors or assigns of the Company
and of the holder or holders hereof and of
the Common Stock issued or issuable upon the
exercise hereof.
(b) Except as otherwise provided herein,
this Warrant and all rights hereunder are
transferable by the registered holder hereof
in person or by duly authorized attorney on
the books of the Company upon surrender of
this Warrant, properly endorsed, to the
Company. The Company may deem and treat the
registered holder of this Warrant at any time
as the absolute owner hereof for all purposes
and shall not be affected by any notice to
the contrary.
(c) Notwithstanding any provision herein to
the contrary, Holder hereof may not exercise,
sell, transfer, or otherwise assign this
Warrant unless the Company is provided with
an opinion of counsel satisfactory in form
and substance to the Company, to the effect
that such exercise, sale, transfer, or
assignment would not violate the Securities
Act or applicable state securities laws.
(d) This Warrant may be divided into
separate Warrants covering one share of
Common Stock or any whole multiple thereof,
for the total number of shares of Common
Stock then subject to this Warrant at any
time, or from time to time, upon the request
of the registered holder of this Warrant and
the surrender of the same to the Company for
such purpose. Such subdivided Warrants shall
be issued promptly by the Company following
any such request and shall be of the same
form and tenor as this Warrant, except for
any requested change in the name of the
registered holder stated herein.
(e) All notices, requests, demands, and
other communications required or permitted
under this Warrant and the transactions
contemplated herein shall be in writing and
shall be deemed to have been duly given,
made, and received when personally delivered
the day after deposited with a recognized
national overnight delivery service prior to
its dead-line for receiving packages for next
day delivery or upon the fifth day after
deposited in the United States registered or
certified mail with postage prepaid, return
receipt requested, in each case addressed as
set forth below:
If to the Company:
Cambex Corporation
360 Second Avenue
Waltham, Massachusetts 02451
Attention: Peter Kruy,
Executive Vice President
Tel: (781) 890-6000
Fax: (781) 890-2899
If to the Holder hereof, to the address of
such Holder appearing on the books of the Company.
(i) This Agreement and each Warrant Certificate
hereunder shall be governed by and construed in
accordance with the laws of the Commonwealth of
Massachusetts, irrespective of the choice of law
provisions thereof. The parties agree that any action
brought by one party against the other shall be in any
appropriate state court or any federal Court located in
the County where against whom the action is brought is
principally located, and both parties agree that such
counts shall have exclusive jurisdiction of such case
or controversy arising under or in connection with this
Agreement and shall be a proper forum in which to
adjudicate such case or controversy. The parties
consent to the jurisdiction of such courts.
[Signatures on the following page]
SIGNATURE PAGE
TO
COMPANY
COMMON STOCK PURCHASE WARRANT
IN WITNESS WHEREOF, the Company, has caused this
Warrant to be executed in its name by its duly
authorized officers under its corporate seal, and to be
dated as of the date first above written.
CAMBEX CORPORATION
By: /s/ Peter Kruy
Peter Kruy,
Executive Vice
President
ATTEST:
/s/ Arthur L. Ziskend
Secretary/Assistant Secretary
[CORPORATE SEAL]
