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EXHIBIT 4.18
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF
THE UNITED STATES. THE SECURITIES REPRESENTED HEREBY MAY NOT BE OFFERED OR SOLD
OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
FOR THE SECURITIES UNDER APPLICABLE SECURITIES LAWS OR UNLESS OFFERED, SOLD OR
TRANSFERRED PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THOSE LAWS.
COMMON STOCK PURCHASE WARRANT CERTIFICATE
Dated: June 13, 1999
to Purchase 90,000 Shares of Common Stock of
COYOTE NETWORK SYSTEMS, INC.
COYOTE NETWORK SYSTEMS, INC. a Delaware corporation (the
"Company"), hereby certifies that Prinvest Corp. and/or any of its affiliates
("Prinvest"), its permissible transferees, designees, successors and assigns
(collectively, the "Holder"), for value received, is entitled to purchase from
the Company at any time before June 13, 2002, up to 90,000 shares (each a
"Share" and collectively the "Shares") of the Company's common stock, $1.00 par
value per share (the "Common Stock"), at an exercise price (the "Exercise
Price") per Share of:
(1) Category 1: For 30,000 shares, $3.563/share (calculated by the last
trade price of the Company's common stock on February 23, 1999, minus $2.00);
(2) Category 2: For 30,000 shares, $5.563/share (calculated by the last
trade price of the Company's common stock on February 23, 1999);
(3) Category 3: For 30,000 shares, $7.563/share (calculated by the last
trade price of the Company's common stock on February 23, 1999, plus $2.00).
The number of Shares purchasable hereunder and the Exercise Price are subject to
adjustment as provided in Section 5 hereof.
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1. Condition Precedent. The warrants represented by this Common Stock
Purchase Warrant Certificate (the "Warrant Certificate" or "Certificate")shall
not be eligible for exercise and the Company shall be under no obligation to
honor any attempted exercise until the Company has received a countersigned
original of this Certificate.
2. Exercise of Warrants.
(a) General. Upon presentation and surrender of this Warrant
Certificate, or a lost certificate affidavit in form reasonably acceptable to
the Company, accompanied by a completed Election to Purchase in the form
attached hereto as Exhibit A (the "Election to Purchase") duly executed, at the
office of the Company at 4360 Park Terrace Drive, Westlake Village, CA 91361,
Attn: President., together with a check payable to the Company in the amount of
the Exercise Price multiplied by the number of Shares being purchased, the
Company or the Company's Transfer Agent as the case may be, shall, within three
(3) trading day of receipt of the foregoing, deliver to the Holder hereof,
certificates of fully paid and non-assessable Common Stock which in the
aggregate represent the number of Shares being purchased. The certificates so
delivered shall be in such denominations as may be reasonably requested by the
Holder and shall be registered in the name of the Holder, or such other name as
shall be designated by the Holder (provided that the Holder supplies the Company
with a legal opinion of counsel, acceptable to the Company and its counsel, that
the issuance of the certificate to other than the Holder is permitted under
applicable federal and state securities laws and does not affect the exemption
from registration relied upon by the Company in this offering). All or less than
all of the Warrants represented by this Certificate may be exercised and, in
case of the exercise of less than all, the Company, upon receipt of this Warrant
Certificate, will at the Company's expense deliver to the Holder, a new Warrant
Certificate or Certificates (in such denominations as may be requested by the
Holder) of like tenor, containing the same terms as this Warrant Certificate and
dated the date hereof entitling the Holder to purchase the number of Shares
represented by this Certificate which have not been exercised.
3. Exchange, Transfer and Replacement. At any time prior to the exercise
hereof, this Certificate may be exchanged upon presentation and surrender to the
Company, alone or with other Certificates of like tenor of different
denominations registered in the name of the same Holder, for another Certificate
or Certificates of like tenor, containing the same terms as the Warrant
Certificate, in the name of such Holder, exercisable for the aggregate number of
Shares as provided in the Certificate or Certificates surrendered.
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(b) Replacement of Warrant Certificate. Upon receipt of evidence
reasonably satisfactory to the Company of the loss, theft, destruction, or
mutilation of this Warrant Certificate 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 this Warrant Certificate, the Company, at its
expense, will execute and deliver in lieu thereof, a new Warrant Certificate of
like tenor and containing the same terms and conditions as this Warrant
Certificate.
(c) Cancellation; Payment of Expenses. Upon the surrender of this
Warrant Certificate to the Company in connection with any transfer, exchange or
replacement as provided in this Section 2, this Warrant Certificate shall be
promptly canceled by the Company. The Company shall pay all taxes (other than
securities transfer taxes and the Holder's income taxes) and all other expenses
(other than legal expenses, if any, incurred by the Holder as any transferees)
and charges payable in connection with the preparation, execution and delivery
of Warrant Certificates pursuant to this Section 2.
(d) Warrant Register. The Company shall maintain, at its principal
executive offices (or at the offices of the transfer agent for the Warrant
Certificate or such other office or agency of the Company as it may designate by
notice to the holder hereof), a register for this Warrant Certificate (the
"Warrant Register"), in which the Company shall record the name and address of
the entity in whose name this Warrant Certificate has been issued, as well as
the name and address of each permitted transferee and each prior owner of this
Warrant Certificate.
4. Rights and Obligations of Holders of this Certificate. The Holder of
this Certificate shall not, by virtue hereof, be entitled to any rights of a
stockholder in the Company, either at law or in equity; provided, however, that
in the event any certificate representing shares of Common Stock or other
securities is issued to the Holder hereof upon exercise of some or all of the
Warrants, such Holder shall, for all purposes, be deemed to have become the
holder of record of such Common Stock on the date on which this Certificate,
together with a duly executed Purchase Form, was surrendered and payment of the
aggregate Exercise Price was made, irrespective of the date of delivery of such
share certificate.
5. Adjustments.
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(a) Stock Dividends, Reclassifications, Recapitalizations, Etc. In the
event the Company: (i) pays a dividend in Common Stock or makes a distribution
in Common Stock, (ii) subdivides its outstanding Common Stock into a greater
number of shares, (iii) combines its outstanding Common Stock into a smaller
number of shares or (iv) increases or decreases the number of shares of Common
Stock outstanding by reclassification of its Common Stock (including a
recapitalization in connection with a consolidation or merger in which the
Company is the continuing corporation), then (1) the Exercise Price on the
record date of such division or distribution or the effective date of such
action shall be adjusted by multiplying such Exercise Price by a fraction, the
numerator of which is the number of shares of Common Stock outstanding
immediately before such event and the denominator of which is the number of
shares of Common Stock outstanding immediately after such event, and (2) the
number of shares of Common Stock for which this Warrant Certificate may be
exercised immediately before such event shall be adjusted by multiplying such
number by a fraction, the numerator of which is the Exercise Price immediately
before such event and the denominator of which is the Exercise Price immediately
after such event.
(b) Cash Dividends and Other Distributions. In the event that at any
time or from time to time the Company shall distribute to all holders of Common
Stock (i) any dividend or other distribution of cash, evidences of its
indebtedness, shares of its capital stock or any other properties or securities
or (ii) any options, warrants or other rights to subscribe for or purchase any
of the foregoing (other than in each case, (w) the issuance of any rights under
a shareholder rights plan, (x) any dividend or distribution described in Section
5(a), (y) any rights, options, warrants or securities described in Section 5(c)
and (z) any cash dividends or other cash distributions from current earnings),
then the number of shares of Common Stock issuable upon the exercise of each
Warrant Certificate shall be increased to a number determined by multiplying the
number of shares of Common Stock issuable upon the exercise of such Warrant
Certificate immediately prior to the record date for any such dividend or
distribution by a fraction, the numerator of which shall be such Current Market
Value (as hereinafter defined) per share of Common Stock on the record date for
such dividend or distribution, and the denominator of which shall be such
Current Market Value per share of Common Stock on the record date for such
dividend or distribution less the sum of (x) the amount of cash, if any,
distributed per share of Common Stock and (y) the fair value (as determined in
good faith by the Board of Directors of the Company, whose determination shall
be evidenced by a board resolution, a copy of which will be sent to the Holders
upon request) of the portion, if any, of the distribution applicable to one
share of Common Stock consisting of evidences of indebtedness, shares of stock,
securities, other property,
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warrants, options or subscription or purchase rights; and the Exercise Price
shall be adjusted to a number determined by dividing the Exercise Price
immediately prior to such record date by the above fraction. Such adjustments
shall be made whenever any distribution is made and shall become effective as of
the date of distribution, retroactive to the record date for any such
distribution. No adjustment shall be made pursuant to this Section 5(b) which
shall have the effect of decreasing the number of shares of Common Stock
issuable upon exercise of each Warrant Certificate or increasing the Exercise
Price.
(c) Rights Issue. In the event that at any time or from time to time
the Company shall issue rights, options or warrants entitling the holders
thereof to subscribe for shares of Common Stock, or securities convertible into
or exchangeable or exercisable for Common Stock to all holders of Common Stock
(other than in connection with the adoption or implementation of a shareholder
rights plan by the Company or in connection with existing or future employee
stock option plans approved by the Board of Directors of the Company) without
any charge, entitling such holders to subscribe for or purchase shares of Common
Stock at a price per share that as of the record date for such issuance is less
than the then Current Market Value per share of Common Stock, the number of
shares of Common Stock issuable upon the exercise of each Warrant Certificate
shall be increased to a number determined by multiplying the number of shares of
Common Stock theretofore issuable upon exercise of each Warrant Certificate by a
fraction, the numerator of which shall be the number of shares of Common Stock
outstanding on the date of issuance of such rights, options, warrant or
securities plus the number of additional shares of Common Stock offered for
subscription or purchase or into or for which such securities that are issued
are convertible, exchangeable or exercisable, and the denominator of which shall
be the number of shares of Common Stock outstanding on the date of issuance of
such rights, option, warrants or securities plus the total number of shares of
Common Stock which the aggregate consideration expected to be received by the
Company (assuming the exercise or conversion of all such rights, options,
warrants or securities) would purchase at the then Current Market Value per
share of Common Stock. In the event of any such adjustment, the Exercise Price
shall be adjusted to a number determined by dividing the Exercise price
immediately prior to such date of issuance by the aforementioned fraction. Such
adjustment shall be made immediately after such rights, options or warrants are
issued and shall become effective, retroactive to the record date for the
determination of stockholders entitled to receive such rights, options, warrants
or securities. No adjustment shall be made pursuant to this Section 4(c) which
shall have the effect of decreasing the number of shares of Common Stock
purchasable upon exercise of each Warrant Certificate or of increasing the
Exercise Price.
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(d) Combination: Liquidation.
(i) Except as provided in Section 5(d)(ii) below, in the event of a
Combination (as defined below), each Holder shall have the right to receive upon
exercise of the Warrant Certificates the kind and amount of shares of capital
stock or other securities or property which such Holder would have been entitled
to receive upon or as a result of such Combination had such Warrant Certificate
been exercised immediately prior to such event (subject to further adjustment in
accordance with the terms hereof). Unless paragraph (ii) is applicable to a
Combination, the Company shall provide that the surviving or acquiring Person
(the "Successor Company") in such Combination, if it is other than the Company,
will assume by written instrument the obligations under this Warrant Certificate
and the obligation to deliver to the Holder such shares of stock, securities or
assets as, in accordance with the foregoing provisions, the Holder may be
entitled to acquire. The provisions of this Section 5(d)(i) shall similarly
apply to successive Combinations involving any Successor Company. "Combination"
means an event in which the Company consolidates with, mergers with or into, or
sells all or substantially all of its assets to another Person, where "Person"
means any individual, corporation, partnership, joint venture, limited liability
company, association, joint-stock company, trust, unincorporated organization,
government or any agency or political subdivision thereof or any other entity.
(ii) In the event of (x) a Combination where consideration to the
holders of Common Stock in exchange for their shares is payable solely in cash
or (y) the dissolution, liquidation or winding-up of the Company, the Holder
shall be entitled to receive, upon surrender of this Warrant Certificate,
distributions on an equal basis with the holders of Common Stock or other
securities issuable upon exercise of the Warrant Certificates, as if the Warrant
Certificates had been exercised immediately prior to such event, less the
Exercise Price. In case of any Combination described in this Section 5(d)(ii),
the surviving or acquiring Person and, in the event of any dissolution,
liquidation or winding-up of the Company, the Company, shall deposit promptly
following the consummation of such combination or at the time of such
dissolution, liquidation or winding-up with an agent or trustee for the benefit
of the Holder, the funds, if any, necessary to pay to the Holder the amounts to
which it is entitled as described above. After such funds and the surrendered
Warrant Certificate is received, the Company is required to deliver a check in
such amount as is appropriate (or, in the case of consideration other than cash,
such other consideration as is appropriate) to such Person or Persons as it may
be directed in writing by the Holder surrendering the Warrant Certificate.
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(e) Notice of Adjustment. Whenever the Exercise Price or the number of
shares of Common Stock and other property, if any, issuable upon exercise of the
Warrant Certificate is adjusted, as provided in this Section 5, the Company
shall deliver to the Holder of the Warrant Certificate in accordance with
Section 11, a certificate of the Company's Chief Financial Officer setting
forth, in reasonable detail, the event requiring the adjustment and the method
by which such adjustment was calculated (including a description of the basis on
which (i) the Board of Directors determined the fair value of any evidences of
indebtedness, other securities or property or warrants, options or other
subscription or purchase rights and (ii) the Current Market Value of the common
Stock was determined, if either of such determinations were required), and
specifying the Exercise Price and number of shares of Common Stock issuable upon
exercise of Warrant Certificate after giving effect to such adjustment.
(f) Notice of Certain Transactions. In the event that the Company shall
propose (a) to pay any dividend payable in securities of any class to the
holders of its Common Stock or to make any other non-cash dividend or
distribution to the holders of its Common Stock, (b) to offer the holders of its
Common Stock rights to subscribe for or to purchase any securities convertible
into shares of Common Stock or shares of stock of any class or any other
securities, rights or options, (c) to effect any capital reorganization,
reclassification, consolidation or merger affecting the class of Common Stock,
as a whole, or (d) to effect the voluntary or involuntary dissolution,
liquidation or winding-up of the Company, the Company shall, within the time
limits specified below, send to the Holder a notice of such proposed action or
offer. Such notice shall be mailed to the Holder at the address as it appears in
the Warrant Register (as defined in Section 2(d)), which notice shall specify
the record date for and the purposes of such dividend, distribution or rights,
or the date such issuance or event 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 shall briefly indicate the effect of such action on the number of
shares of Common Stock and on the number and kind of any other shares of stock
and on other property, if any, and the number of shares of Common Stock and
other property, if any, issuable upon exercise of this Warrant Certificate and
the Exercise Price after giving effect to any adjustment pursuant to Section 5
which will be required as a result of such action. Such notice shall be given as
promptly as possible and (x) in the case of any action covered by clause (a) or
(b) above, at least 10 days prior to the record date for determining holders of
the Common Stock for purposes of such action or (y) in the case of any other
such action, at least 20 days prior to the date of the taking of such proposed
action or the
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date of participation therein by the holders of Common Stock, whichever shall be
the earlier.
(g) Current Market Value. "Current Market Value" per share of Common
Stock or any other security at any date means (i) if the security is not
registered under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), the value of the security, determined in good faith by the Board of
Directors of the Company or (ii) if the security is registered under the
Exchange Act, the average of the daily closing bid prices (or the equivalent in
an over-the-counter market) for each day on which the Common Stock is traded for
any period on the principal securities exchange or other securities market on
which the common Stock is being traded (each, a "Trading Day") during the period
commencing ten (10) Trading Days before such date and ending on the date one
trading day prior to such date, or if the security has been registered under the
Exchange Act for less than ten (10) consecutive Trading Days before such date,
the average of the daily closing bid prices (or such equivalent) for all of the
Trading Days before such date for which daily closing bid prices are available;
provided, however, that if the closing bid price is not determinable for at
least five (5) Trading Days in such period, the "Current Market Value" of the
security shall be determined as if the security were not registered under the
Exchange Act.
(h) No Impairment of Holder's Rights. The Company will not, by
amendment of its certificate of incorporation or bylaws or through any
reorganization, transfer of assets, consolidation, merger, dissolution, issue or
sale of securities or any other voluntary action, except as contemplated hereby,
avoid or seek to avoid the observance or performance of any of the terms of this
Warrant Certificate, but will at all times in good faith assist in the carrying
out of all such terms and in the taking of all action as may be necessary or
appropriate in order to protect the rights of the Holder against dilution or
other impairment.
6. Registration Rights. If, at any time while this Warrant Certificate is
exercisable or the Holder owns any shares of the Company's Common Stock received
upon exercise of this Warrant Certificate and such shares are not tradable
pursuant to the provisions of Rule 144 under the Securities Act of 1933, as
amended, the Company decides to register any of its securities for its own
account or for the account of others (excluding registrations relating to equity
securities to be issued solely in connection with an acquisition of any entity
or business or in connection with stock option or other employee benefit plans),
the Company will promptly give the Holder written notice thereof, and will use
its reasonable efforts to include in such registration all or any part of the
shares which may be received (or have previously been received) upon exercise of
this Warrant Certificate so
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requested by such Holder (excluding any Registrable Securities previously
included in a Registration Statement). The Holder's request for registration
must be given to the Company in writing within ten (10) days after receipt of
the notice from the Company. If the registration for which the Company gives
notice is a public offering involving an underwriting, the Company will so
advise the Holder as part of the above-described written notice. In such event,
if the managing underwriter(s) of the public offering impose a limitation on the
number of shares of Common Stock which may be included in the registration
statement because, in such underwriter(s)' judgment, such limitation would be
necessary to effect an orderly public distribution, then the Company will be
obligated to include only such limited portion, if any, of the shares requested
by the Holder which the managing underwriter(s) deems appropriate giving first
preference to the shares to be sold by the Company.
7. Issuance of Certificates. Within three (3) trading days of receipt of a
duly completed Election to Purchase form, together with this Certificate and
payment of the Exercise Price, the Company, at its expense, will cause to be
issued in the name of and delivered to the Holder of this Warrant Certificate, a
certificate or certificates for the number of fully paid and non-assessable
shares of Common Stock to which that holder shall be entitled on such exercise.
In lieu of issuance of a fractional share upon any exercise hereunder, the
Company will pay the cash value of that fractional share, calculated on the
basis of the Exercise Price. Prior to registration of the resale of the shares
of Common Stock underlying this Warrant Certificate, all such certificates shall
bear a restrictive legend to the effect that the Shares represented by such
certificate have not been registered under the 1933 Act, and that the Shares may
not be sold or transferred in the absence of such registration or an exemption
therefrom, such legend to be substantially in the form of the bold-face language
appearing at the top of Page 1 of this Warrant Certificate.
8. Disposition of Warrants or Shares. The Holder of this Warrant
Certificate, each transferee hereof and any holder and transferee of any Shares,
by his or its acceptance thereof, agrees that no public distribution of Warrants
or Shares will be made in violation of the provisions of the 1933 Act.
Furthermore, it shall be a condition to the transfer of this Warrant Certificate
that any transferee thereof deliver to the Company his or its written agreement
to accept and be bound by all of the relevant terms and conditions contained in
this Warrant Certificate.
9. Merger or Consolidation. The Company will not merge or consolidate with
or into any other corporation, or sell or otherwise transfer its property,
assets and business substantially as an entirety to another corporation,
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unless the corporation resulting from such merger or consolidation (if not the
Company), or such transferee corporation, as the case may be, shall expressly
assume, by supplemental agreement reasonably satisfactory in form and substance
to the Holder, the due and punctual performance and observance of each and every
covenant and condition of this Warrant Certificate to be performed and observed
by the Company.
10. Notices. Except as otherwise specified herein to the contrary, all
notices, requests, demands and other communications required or desired to be
given hereunder shall only be effective if given in writing by certified or
registered U.S. mail with return receipt requested and postage prepaid; by
private overnight delivery service (e.g. Federal Express); by facsimile
transmission (if no original documents or instruments must accompany the
notice); or by personal delivery. Any such notice shall be deemed to have been
given (a) on the business day immediately following the mailing thereof, if
mailed by certified or registered U.S. mail as specified above; (b) on the
business day immediately following deposit with a private overnight delivery
service if sent by said service; (c) upon receipt of confirmation of
transmission if sent by facsimile transmission; or (d) upon personal delivery of
the notice. All such notices shall be sent to the following addresses (or to
such other address or addresses as a party may have advised the other in the
manner provided in this Section 10):
If to the Company:
Coyote Network Systems, Inc.
4360 Park Terrace Drive
Westlake Village, CA 91361
Attention: President
with a copy to:
Reinhart, Boerner, Van Deuren, et al.
1700 Lincoln Street, Suite 3725
Denver, CO 80203
Attention: Timothy G. Atkinson, Esq.
If to Holder:
Prinvest Corp.
3 Princess Road
Lawrenceville, NJ 08640
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Attention: Kevin L. Hartzel
With a copy to:
Oppenheimer Wolff & Donnelly, LLP
153 E. 53rd Street, 26th Floor
New York, NY 10022
Attention: Ronald S. Beacher, Esq.
Notwithstanding the time of effectiveness of notices set forth in this Section,
an Election to Purchase shall not be deemed effectively given until it has been
duly completed and submitted to the Company together with the original Warrant
Certificate to be exercised and payment of the Exercise Price in the manner set
forth in this Warrant Certificate.
11. Successors and Assigns. This Warrant Certificate shall be binding upon
and shall inure to the benefit of the parties hereto and their respective
successors and permitted assigns.
12. Headings. The headings of various sections of this Warrant Certificate
have been inserted for reference only and shall not affect the meaning or
construction of any of the provisions hereof.
13. Severability. If any provision of this Warrant Certificate is held to
be unenforceable under applicable law, such provision shall be excluded from
this Warrant Certificate, and the balance hereof shall be interpreted as if such
provision were so excluded.
14. No Short Sales. Holder agrees that so long as it possesses Warrant
under this Warrant Certificate, it will not engage in any short sales of the
Company's Common Stock, "short sales against the box," or any similar hedged
trading of the Company's Common Stock.
15. Modification and Waiver. This Warrant Certificate and any provision
hereof may be amended, waived, discharged or terminated only by an instrument in
writing signed by the Company and the Holder.
16. Specific Enforcement. The Company and the Holder acknowledge and agree
that irreparable damage would occur in the event that any of the provisions of
this Warrant Certificate were not performed in accordance with their specific
terms or were otherwise breached. It is accordingly agreed that the parties
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shall be entitled to an injunction or injunctions to prevent or cure breaches of
the provisions of this Warrant Certificate and to enforce specifically the terms
and provisions hereof, this being in addition to any other remedy to which
either of them may be entitled by law or equity.
17. Assignment. This Warrant Certificate may not be transferred or
assigned, in whole or in part, without the prior written consent of the Company.
Notwithstanding the foregoing, Prinvest may transfer or assign this Warrant
Certificate, in whole or in part, to any affiliate of Prinvest, without the
prior written consent of the Company.
IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be
duly executed, manually or by facsimile, by one of its officers thereunto duly
authorized.
COYOTE NETWORK SYSTEMS, INC.
Date:_________________ By:_____________________________________
Name:
Title:
PRINVEST CORPORATION
By:_____________________________________
Name:
Title:
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ELECTION TO PURCHASE
To Be Executed by the Holder
in Order to Exercise the Common Stock
Purchase Warrant Certificate
The undersigned Holder hereby elects to exercise _______ of the Warrants
represented by the attached Common Stock Purchase Warrant Certificate, and to
purchase the shares of Common Stock issuable upon the exercise of such Warrants,
and requests that certificates for securities be issued in the name of:
----------------------------------------------------------
(Please type or print name and address)
----------------------------------------------------------
----------------------------------------------------------
----------------------------------------------------------
(Social Security or Tax Identification Number)
and delivered
to:_____________________________________________________________________________
_______________________________________________________________________________.
(Please type or print name and address if different from above)
If such number of Warrants being exercised hereby shall not be all the Warrants
evidenced by the attached Common Stock Purchase Warrant Certificate, a new
Common Stock Purchase Warrant Certificate for the balance of such Warrants shall
be registered in the name of, and delivered to, the Holder at the address set
forth below.
In full payment of the Exercise Price with respect to the
Warrants exercised and transfer taxes, if any, the undersigned hereby tenders
payment of $__________ by check, money order or wire transfer payable in United
States currency to the order of Coyote Network Systems, Inc.
HOLDER:
Dated:_________________________ By:__________________________________
Name:
Title:
Address:
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