<PAGE>
Exhibit 10.7
[SEE LEGENDS ON PAGE 12]
No. W-__ No. of Shares Subject to Warrant: _________
Void after 5:00 p.m. Philadelphia, Pennsylvania Time on June 24, 2004.
WARRANT TO PURCHASE OF COMMON STOCK
OF
INNOVATIVE SOLUTIONS AND SUPPORT, INCORPORATED
This is to certify that, for value received,
[See Schedule "A" hereto setting forth the parties to warrants]
("Holder") is entitled to purchase, subject to the provisions of this Warrant,
from Innovative Solutions and Support, Incorporated, a Pennsylvania corporation
("Company"), ______ shares of Common Stock, $.001 par value, of the Company
("Common Stock"), at a price per share equal to $2.40 at any time during the
period beginning June 24, 1997 and ending 5:00 p.m., Philadelphia, Pennsylvania
time, on June 24, 2004. The number of shares of Common Stock to be received upon
the exercise of this Warrant and the price to be paid for a share of Common
Stock may be adjusted from time to time as hereinafter set forth. The shares of
Common Stock deliverable upon such exercise, and as adjusted from time to time,
are hereinafter sometimes referred to as "Warrant Shares," and the exercise
price of a share of Common Stock in effect at any time and as adjusted from time
to time is hereinafter sometimes referred to as the "Exercise Price."
(a) EXERCISE OF WARRANT. Subject to the provision of Section (h) hereof,
this Warrant may be exercised in whole or in part at any time or from time to
time on or after June 24, 1997 and until 5:00 p.m., Philadelphia, Pennsylvania
time, on June 24, 2004 or, if either such day is a day on which banking
institutions in the Commonwealth of Pennsylvania are authorized by law to close,
then on the next succeeding day which shall not be such a day, by presentation
and surrender hereof to the Company at its principal office, or at the office of
its stock transfer agent, with the Purchase Form annexed hereto duly executed
and accompanied by payment of the Exercise Price for the number of shares
specified in such form, in lawful money of the United States of America in cash
or by official bank or certified check made payable to Innovative Solutions and
Support, Incorporated. If this Warrant shall be exercised in part only, the
Company shall, upon surrender of this Warrant for cancellation, execute and
deliver a new Warrant evidencing the rights of the Holder thereof to purchase
the balance of the shares purchasable thereunder. Upon receipt by the Company of
this Warrant at its office, or by the
<PAGE>
stock transfer agent of the Company at is office, in proper form for exercise
and together with payment of the Exercise Price in the manner provided herein,
the Holder shall be deemed to be the holder of record of the shares of Common
Stock or other securities issuable upon such exercise, provided, however, that
if at the date of surrender of such Warrants and payment of such Exercise Price,
the transfer books for the Common Stock or such other securities shall be
closed, the certificates for the shares of other securities in respect of which
such Warrants are then exercised shall be issuable as of the date on which such
books shall next be opened and until such date the Company shall be under no
duty to deliver any certificate for such shares or other securities and the
Holder shall not be deemed to have become a holder of record of such shares or
the owner of any such other securities.
(b) RESERVATION OF SHARES. The Company hereby agrees that at all times
there shall be reserved for issuance and/or delivery upon exercise of this
Warrant such number of shares of its Common Stock as shall be required for
issuance and delivery upon exercise of this Warrant.
(c) FRACTIONAL SHARES. The Company shall not be required to issue fractions
of shares on the exercise of Warrants. If any fraction of a share would, except
for the provisions of this Section, be issuable on the exercise of any Warrant,
the Company will (1) if the fraction of a share otherwise issuable is equal to
or less than one-half, round down and issue to the Holder only the largest whole
number of shares of Common Stock to which the Holder is otherwise entitled, or
(2) if the fraction of a share otherwise issuable is greater than one-half,
round-up and issue to the Holder one additional share of Common Stock in
addition to the largest whole number of shares of Common Stock to which the
holder is otherwise entitled.
(d) EXCHANGE, TRANSFER, ASSIGNMENT OR LOSS OF WARRANT. This Warrant is
exchangeable, without expense, at the option of the Holder, upon presentation
and surrender hereof to the Company or at the office of its stock transfer
agent, if any, for other Warrants of different denominations entitling the
holder thereof to purchase in the aggregate the same number of shares of Common
Stock purchasable hereunder. Subject to the provisions of Section (h), upon
surrender of this Warrant to the Company or at the office of its stock transfer
agent, if any, with the Assignment Form annexed hereto duly executed and funds
sufficient to pay any applicable transfer tax, the Company shall, without
charge, execute and deliver a new Warrant in the name of the assignee named in
such instrument of assignment and this Warrant shall promptly be cancelled. This
Warrant may be divided or combined with other Warrants which carry the same
rights upon presentation hereof at the office of the Company or at the office of
its stock transfer agent, if any, together with a written notice specifying the
names and denominations in which new Warrants are to be issued and signed by the
Holder hereof. The term "Warrant" as used herein includes any Warrants into
which this Warrant may be divided or exchanged. Upon receipt by the Company of
evidence satisfactory to it of the loss, theft, destruction or mutilation of
this Warrant, and (in the case of loss, theft or destruction) of such
indemnification as the Company may in its discretion impose, and upon surrender
and cancellation of this Warrant, if mutilated, the Company will execute and
deliver a new Warrant of like tenor and date.
(e) RIGHTS OF THE HOLDER. The Holder shall not, by virtue hereof, be
entitled to any rights of a stockholder in the Company, either at law or in
equity, and the rights of
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<PAGE>
the Holder are limited to those expressed in the warrant and are not enforceable
against the Company except to the extent set forth herein.
(f) ANTI-DILUTION PROVISIONS. The Exercise Price and the number and kind of
securities purchasable upon the exercise of this Warrant shall be subject to
adjustment from time to time as hereinafter provided:
(1) In the case of Company shall issue Common Stock as a dividend upon
Common Stock or in payment of a dividend thereon, shall subdivide the number of
outstanding shares of its Common Stock into a greater number of shares or shall
contract the number of outstanding shares of its Common Stock into a lesser
number of shares, the Exercise Price then in effect shall be adjusted, effective
at the close of business on the record date for the determination of
stockholders entitled to receive such dividend or be subject to such subdivision
or contraction, to the price (computed to the nearest cent) determined by
dividing (A) the product obtained by multiplying the Exercise Price in effect
immediately prior to the close of business on such record date by the number of
shares of Common Stock outstanding prior to such dividend, subdivision or
contraction, by (B) the sum of the number of shares of Common Stock outstanding
immediately after such dividend, subdivision, or contraction.
(2) If any capital reorganization or reclassification of the capital
stock of the Company (other than as set forth in subsection (1) of this Section
(f)), or consolidation or merger of the Company with another corporation, or the
sale of all or substantially all of its assets to another corporation shall be
effected, then, as a condition of such reorganization, reclassification,
consolidation, merger or sale, lawful and adequate provision shall be made
whereby the holder of each Warrant shall thereafter have the right to purchase
and receive upon the basis and upon the terms and conditions specified in the
Warrant and in lieu of the shares of Common Stock of the Company immediately
theretofore purchasable and receivable upon the exercise of the rights
represented by such Warrant, such shares of stock, securities or assets as may
be issued or payable with respect to or in exchange for a number of outstanding
shares of such Common Stock equal to the number of shares of such Common Stock
immediately theretofore purchasable and receivable upon the exercise of the
rights represented by such Warrant had such reorganization, reclassification,
consolidation, merger or sale not taken place, and in any such case appropriate
provision shall be made with respect to the rights and interest of the Holder to
the end that the provisions of the Warrant (including, without limitation,
provisions for adjustment of the Exercise Price and of the number of shares
issuable upon the exercise of Warrants) shall thereafter be applicable as nearly
as may be practicable in relation to any shares of stock, securities, or assets
thereafter deliverable upon exercise of Warrants. The Company shall not effect
any such consolidation, merger or sale unless prior to or simultaneously with
the consummation thereof, the successor corporation purchasing such assets shall
assume, by written instrument, 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 purchase.
(3) Upon each adjustment of the Exercise Price pursuant to subsection
(1) of this Section (f), the number of shares of Common Stock specified in each
Warrant shall thereupon evidence the right to purchase that number of shares of
Common Stock (calculated to the nearest hundredth of a share of Common Stock)
obtained by multiplying the Exercise Price in effect immediately prior to such
adjustment by the number of shares of Common Stock
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<PAGE>
purchasable immediately prior to such adjustment upon exercise of such Warrant
and dividing the product so obtained by the Exercise Price in effect after such
adjustment.
(4) Irrespective of any adjustments of the number or kind of securities
issuable upon exercise of warrants or the Exercise Price, Warrants theretofore
or thereafter issued may continue to express the same number of shares of Common
Stock and Exercise Price as are stated in similar Warrants previously issued.
(5) The Company may, at its sole option, retain the independent public
accounting firm regularly retained by the Company, or another firm of
independent public accountants of recognized standing selected by the Company's
Board of Directors, to make any computation required under this Section (f), and
a certificate signed by such firm shall be conclusive evidence of any
computation made under this Section (f).
(6) Whenever there is an adjustment in the Exercise Price or in the
number or kind of securities issuable upon exercise of the Warrants, or both, as
provided in this Section (f), the Company shall (i) promptly file in the custody
of its Secretary or Assistant Secretary a certificate signed by the Chairman of
the Board of the President or Vice President of the Company and by the Treasurer
or an Assistant Treasurer or the Secretary or an Assistant Secretary of the
Company, setting forth the facts requiring such adjustment and the number and
kind of securities issuable upon exercise of each Warrant after such adjustment;
and (ii) cause a notice stating that such adjustment has been effected and
stating the Exercise Price then in effect and the number and kind of securities
issuable upon exercise of each Warrant to be send to each registered holder of a
Warrant.
(7) The Exercise Price and the number of shares issuable upon exercise
of a Warrant shall not be adjusted except in the manner and only upon the
occurrence of the events heretofore specifically referred to in this Section
(f).
(8) The Board of Directors of the Company may, without the prior
consent of the Holder, reduce the Exercise Price or increase the number of
shares of Common Stock or other securities issuable upon exercise of the
Warrant.
(g) REGISTRATION RIGHTS.
(1) As used in this Section (g), the following terms shall have the
following respective meanings:
(i) Act means the Securities Act or any successor federal
---
statute, and the rules and regulations of the Commission issued under the Act,
as they each may, from time to time, be in effect.
(ii) Commission means the Securities and Exchange Commission, or
----------
any other federal agency at the time administering the Act.
(iii) Exchange Act means the Securities Exchange Act or any
------------
successor federal statute, and the rules and regulations of the Commission
issued under such Act, as they each may, from time to time, be in effect.
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(iv) Holder means any person who holds Registrable Shares
------
including any person to whom the rights granted under this Section (g) are
transferred pursuant to subsection 2 of this Section (g) hereof, and Holders
means all of them.
(v) Registration Statement means a registration statement filed
---------------------
by the Company with the Commission for a public offering and sale of securities
of the Company (other than a registration statement on Form S-8 or Form S-4, or
their successors, or any other form for a limited purpose, or any registration
statement covering only securities proposed to be issued in exchange for
securities or assets of another corporation).
(vi) Registration Expenses means the expenses described in
subsection 5 of this Section (g).
(vii) Registrable Shares means the shares of Common Stock issued or
------------------
issuable upon conversion of the Company's Preferred Stock and any other shares
of Common Stock of the Company issued in respect of such shares (because of
stock splits, stock dividends, reclassifications, recapitalizations, or similar
events); provided, however, that shares of Common Stock which are Registrable
Shares shall cease to be Registrable Shares upon any sale pursuant to a
Registration Statement or any sale in any manner to a person or entity which, by
virtue of subsection 2 of this Section (g) of this Agreement, is not entitled to
the rights provided by Section (g). Wherever reference is made in this Section
(g) to a request or consent of Holders of a certain percentage of Registrable
Shares, the determination of such percentage shall include shares of Common
Stock issued or issuable upon conversion of the Preferred Stock even if such
conversion has not yet been effected.
(2) The rights to cause the Company to register Registrable Shares
pursuant to this Section (g) may be assigned (but only with all related
obligations) by a Holder to a transferee of such securities, provided the
Company is, within a reasonable time after such transfer, furnished with written
notice of the name and address of such transferee and the securities with
respect to which such registration rights are being assigned; and provided,
further, that such assignment shall be effective only if immediately following
such transfer the further disposition of such securities by the transferee is
restricted under the Act.
(3) (i) Whenever the Company proposes to file a Registration Statement
at any time and from time to time, it will, prior to such filing, give written
notice to all Holders of its intention to do so and, upon the written request of
a Holder or Holders given within 20 days after the Company provides such notice,
the Company shall use its best efforts to cause all Registrable Shares which the
Company has been requested by such Holder or Holders to register to be
registered under the Act to the extent necessary to permit their sale or other
disposition in accordance with the intended methods of distribution specified in
the request of such Holder or Holders; provided that the Company shall have the
right to postpone or withdraw any registration effected pursuant to this
subsection 3 of this Section (g) without obligation to any Holder.
(ii) In connection with any offering under this subsection 3 of
this Section (g) involving an underwriting, the Company shall not be required to
include any Registrable Shares in such underwriting unless the Holders thereof
accept the terms of the
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<PAGE>
underwriting as agreed upon between the Company and the underwriters selected by
it, and then only in such quantity as will not, in the opinion of the
underwriters, jeopardize the success of the offering by the Company. If, in the
opinion of the managing underwriter, the registration of all, or part of, the
Registrable Shares which the Holders have requested to be included would
materially and adversely affect such public offering, then the Company shall be
required to include in the underwriting only that number of Registrable Shares,
if any, which the managing underwriter believes may be sold without causing such
adverse effect. If the number of Registrable Shares to be included in the
underwriting in accordance with the foregoing is less than the total number of
Registerable Shares which the Holders of Registrable Shares have requested to be
included, then the Holders of Registrable Shares who have requested registration
and other Holders of shares of Common Stock entitled to include shares of Common
Stock in such registration shall participate in the underwriting pro rata based
upon their total ownership of shares of Common Stock of the Company (including
shares of Common Stock issuable upon conversion of the Preferred Stock, on an
as-converted basis). If any Holder would thus be entitled to include more shares
than such Holder requested to be registered, the excess shall be allocated among
other requesting Holders pro rata based upon their total ownership of
Registrable Shares.
(iii) All Holders of Registrable Shares proposing to distribute
their securities in an offering under this subsection 3 of this Section (g)
involving an underwriting shall (together with the Company and other
shareholders of securities distributing their shares through such underwriting)
enter into an underwriting agreement in customary form with the underwriter or
underwriters selected for underwriting.
(4) If and whenever the Company is required by the provisions of this
Section (g) to use its best efforts to effect the registration of any of the
Registrable Shares under the Act, the Company shall:
(i) file with the Commission a Registration Statement with respect
to such Registrable Shares and use its best efforts to cause that Registration
Statement to become and remain effective;
(ii) as soon as reasonably practicable prepare and file with the
Commission any amendments and supplements to the Registration Statement and the
prospectus included in the Registration Statement as may be necessary to keep
the Registration Statement effective until the earlier of (A) the period of time
required by the Commission, or (B) 120 days from the effective date;
(iii) as soon as reasonably practicable furnish to each selling
Holder such reasonable numbers of copies of the prospectus, including a
preliminary prospectus, in conformity with the requirements of the Act, and such
other documents as the selling Holder may reasonably request in order to
facilitate the public sale or other disposition of the Registrable Shares owned
by the selling Holder;
(iv) as soon as reasonably practicable use its best efforts to
register or qualify the Registrable Shares covered by the Registration Statement
under the securities or Blue Sky laws of such states as the selling Holders
shall reasonably request; provided, however,
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that the Company shall not be required in connection with this subsection 4(iv)
of this Section (g) to (A) qualify as a foreign corporation, (B) execute a
general consent to service of process in any jurisdiction, (C) subject itself to
taxation in such jurisdiction, or (D) register in any state requiring, as a
condition to registration, escrow or surrender of any Company securities held by
and security holder other than a selling Holder; and
(v) if an underwritten public offering, obtain a comfort letter
from the Company's independent public accountants in customary form and covering
such matters of the type customarily covered by comfort letters and an opinion
from the Company's counsel in customary form and covering such matters of the
type customarily covered in public issuances of securities, in each case
addressed to the selling Holders.
If the Company has delivered a preliminary or final prospectus to the
selling Holders and after having done so the prospectus is amended to comply
with the requirements of the Act, the Company shall promptly notify the selling
Holders and, if requested, the selling Holders shall immediately cease making
offers of Registrable Shares and return all prospectuses to the Company. The
Company shall promptly provide the selling Holders with revised prospectuses
and, following receipt of the revised prospectuses, the selling Holders shall be
free to resume making offers of the Registrable Shares.
(5) The Company will pay all Registration Expenses of all registrations
under this Agreement. For purposes of this Section (g), the term "Registration
Expenses" shall mean all expenses incurred by the Company in complying with this
Section (g), including without limitation, all registration and filing fees,
exchange listing fees, printing expenses, the fees and disbursements of counsel
for the Company and the fees and disbursements of one counsel selected by the
selling Holders, the fees and disbursements of the Company's accountants, state
Blue Sky fees and expenses, and the expense of any special audits incident to or
required by any such registration, but excluding underwriting discounts, selling
commissions and the fees and expenses of the selling Holders' own counsel.
(6) (i) In the event of any registration of any of the Registrable
Shares under the Act pursuant to this Section (g), the Company will indemnify
and hold harmless the seller of such Registrable Shares, each of its directors,
officers or partners and each other person, if any, who controls such seller
within the meaning of the Act or the Exchange Act against any losses, claims,
damages or liabilities, joint or several, to which such seller or controlling
person may become subject under the Act, the Exchange Act, Blue Sky laws or
otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in any Registration Statement
under which such Registrable Shares were registered under the Act, any
preliminary prospectus or final prospectus contained in the Registration
Statement, or any amendment or supplement to such Registration Statement, or
arise out of or are based upon the omission or alleged omission to state a
material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances in which they were made, not misleading;
and the Company will reimburse such seller and each such controlling person for
any legal or any other expenses reasonably incurred by such seller or
controlling person in connection with investigating or defending any such loss,
claim, damage, liability or action; provided, however, that the Company will not
be liable in any such case to the
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<PAGE>
extent that any such loss, claim, damage or liability arises out of or is based
upon any untrue statement or omission made in such Registration Statement,
preliminary prospectus or prospectus, or any such amendment or supplement, in
reliance upon and in conformity with information furnished to the Company, in
writing, by or on behalf of such seller or controlling person specifically for
use in the preparation thereof; and provided further, however, that any
indemnification contained in this paragraph with respect to any preliminary
prospectus shall not inure to the benefit of any person who otherwise is
entitled to indemnification hereunder on account of any loss, liability, claim,
damage or expense if a copy of an amended or supplemental preliminary
prospectus, or the final prospectus, shall have been delivered or sent to such
person within the time required by the Act, and the untrue statement or omission
of a material fact was corrected in such amended or supplemental preliminary
prospectus or final prospectus and provided that such person did not deliver
such amended or supplemental preliminary prospectus or final prospectus on a
timely basis.
(ii) In the event of any registration of any of the Registrable
Shares under the Act pursuant to this Section (g), each seller of Registrable
Shares, severally and not jointly, will indemnify and hold harmless the Company,
each of its directors and officers and each person, if any, who controls the
Company within the meaning of the Act or the Exchange Act, against any losses,
claims, damages or liabilities, joint or several, to which the Company, such
directors and officers or controlling persons may become subject under the Act,
Exchange Act, Blue Sky laws or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
upon any untrue statement or alleged untrue statement of a material fact
contained in any Registration Statement under which such Registrable Shares were
registered under the Act, any preliminary prospectus or final prospectus
contained in the Registration Statement, or any amendment or supplement to the
Registration Statement, or arise out of or are based upon any omission or
alleged omission to state a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances in which
they were made, not misleading, if the statement or omission was made in
reliance upon and in conformity with information furnished in writing to the
Company by or on behalf of such seller, specifically for use in connection with
the preparation of such Registration Statement, prospectus, amendment or
supplement; provided, however, that the obligations of each Holder hereunder
shall be limited to an amount equal to the gross proceeds to each Holder of
Registrable Shares sold as contemplated herein.
(iii) Each party entitled to indemnification under this subsection
6 of this Section (g) (the "Indemnified Party") shall give notice to the party
required to provide indemnification (the "Indemnifying Party") promptly after
such Indemnified Party has actual knowledge of any claim as to which indemnity
may be sought, and shall permit the Indemnifying Party to assume the defense of
any such claim or any litigation resulting therefrom; provided that counsel for
the Indemnifying Party, who shall conduct the defense of such claim or
litigation, shall be approved by the Indemnified Party (whose approval shall not
be unreasonably withheld); and, provided, further, that the failure of any
Indemnified Party to give notice as provided herein shall not relieve the
Indemnifying Party of its obligations under this subsection 6 of this Section
(g) unless the failure to provide such notice materially prejudices the defense
by the Indemnifying Party against such claim. The Indemnified Party may
participate in such defense at such party's expense (provided that the counsel
of the Indemnifying Party shall control the defense of such claim or
proceeding); provided, however, that the Indemnifying Party shall pay
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such expense if representation of such Indemnified Party by the counsel retained
by the Indemnifying Party would, in the opinion of counsel of the Indemnified
Party, be inappropriate due to actual or potential differing interests between
the Indemnified Party and any other party represented by such counsel in such
proceeding, it being understood, however, that in such event, the Indemnifying
Party shall be liable for the reasonable fees and expenses of only one counsel
for the Indemnified Parties. No Indemnifying Party, in the defense of any such
claim or litigation shall as to an Indemnified Party, except with the consent of
such Indemnified Party, consent to entry of any judgment or enter into any
settlement which does not include as an unconditional term thereof the giving by
the claimant or plaintiff to such Indemnified Party of a release from all
liability in respect of such claim or litigation, and no Indemnified Party shall
consent to entry of any judgment or settle such claim or litigation without the
prior written consent of the Indemnifying Party.
(7) In the event that Registrable Shares are sold pursuant to a
Registration Statement in an underwritten offering, the selling Holders agree to
enter into an underwriting agreement containing customary representations and
warranties with respect to the selling holder, including without limitation
customary provisions with respect to indemnification by the selling Holders of
the underwriters of such offering.
(8) Each Holder of Registrable Shares included in any registration
shall furnish to the Company such information regarding such Holder and the
distribution proposed by such Holder as the Company may request in writing and
as shall be required in connection with any registration, qualification or
compliance referred to in this Section (g). Any failure by such Holder to make
available such information shall constitute a waiver by such Holder of its
rights to include such Holder's Registrable Shares in the registration.
(9) Each Holder, if requested by the Company and an underwriter of
Common Stock or other securities of the Company, shall agree not to sell or
otherwise transfer or dispose of any Registrable Shares or other securities of
the Company held by such Holder for a specified period of time (not to exceed
180 days) following the effective date of a Registration Statement. Such
agreement shall be in writing in a form satisfactory to the Company and such
underwriter. The Company may impose stop transfer instructions with respect to
the Registrable Shares or other securities subject to the foregoing restriction
until the end of the stand-off period.
(10) The Company shall not, without the prior written consent of the
Holders holding at least 51% of the Registrable Shares enter into any agreement
(other than this Warrant or Warrants of similar tender or series issued
concurrently with this Warrant) with any holder or prospective holder of any
securities of the Company which would allow such holder or prospective holder to
(i) receive registration rights which could conflict with the rights granted to
the Purchasers hereunder, or (ii) make a demand registration which could result
in such registration statement being declared effective prior to the Company's
initial public offering.
(h) TRANSFER TO COMPLY WITH THE SECURITIES ACT OF 1933 AND OTHER APPLICABLE
SECURITIES LAWS. This Warrant or the Warrant Shares or any other security issued
or issuable upon exercise of this Warrant may not be sold or otherwise disposed
of unless the Holder provides the Company with an opinion of counsel
satisfactory to the Company in form satisfactory to the Company that this
Warrant or the
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Warrant Shares may be legally transferred without violating the Act and any
other applicable securities law and then, if such opinion states that
certificates representing the Warrants or Warrant Shares being transferred shall
be required to bear a legend restricting further transfer, only against receipt
of an agreement of the transferee to comply with the provisions of this Section
(h) with respect to any resale or other disposition of such securities.
INNOVATIVE SOLUTIONS AND SUPPORT, INCORPORATED
By:_________________________________
THE WARRANT REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933. THE WARRANT REPRESENTED BY THIS CERTIFICATE HAS BEEN
TAKEN BY THE REGISTERED OWNER FOR INVESTMENT, AND WITHOUT A VIEW TO RESALE OR
DISTRIBUTION THEREOF, AND MAY NOT BE TRANSFERRED OR DISPOSED OF WITHOUT AN
OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH TRANSFER OR DISPOSITION
DOES NOT VIOLATE THE SECURITIES ACT OF 1933, AS AMENDED, OR THE RULES AND
REGULATIONS THEREUNDER.
PURSUANT TO SECTION 203(d) OF THE PENNSYLVANIA SECURITIES ACT OF 1972 AND TO THE
EXTENT, IF ANY, REQUIRED THEREBY, THE PURCHASER OF THIS SECURITY WHICH IS A
RESIDENT OF THE COMMONWEALTH OF PENNSYLVANIA HEREBY AGREES NOT TO SELL THIS
SECURITY WITHIN TWELVE MONTHS AFTER THE DATE OF PURCHASE.
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PURCHASE FORM
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Dated:____________, 19
The undersigned hereby irrevocably elects to exercise the within Warrant to
the extent of purchasing ____ shares of Common Stock and hereby makes payment
of _______ in payment of the Exercise Price thereof.
INSTRUCTIONS FOR REGISTRATION OF STOCK
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Name __________________________________________________________________
(Please typewrite or print in block letters.)
Address________________________________________________________________
_______________________________________________________________________
Signature______________________________________________________________
ASSIGNMENT FORM
---------------
FOR VALUE RECEIVED _____________________ hereby sells, assigns and
transfers unto
Name __________________________________________________________________
(Please typewrite or print in block letters.)
Address _______________________________________________________________
_______________________________________________________________________
The right to purchase Common Stock represented by this Warrant to the extent of
___ shares as to which such right is exercisable and does hereby irrevocably
constitute and appoint ______________, Attorney, to transfer the on the books of
the Company with full power of substitution in _________________ the premises.
Date ____________ , 19
Signature ________________________
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Schedule A
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<TABLE>
<CAPTION>
WARRANT HOLDERS OF INNOVATIVE SOLUTIONS AND SUPPORT, INC.
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NAME NO. OF SHARES
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<S> <C>
The P/A Fund 119,120
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Myron Cohen 48,000
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Trust for the Children of George F. Congdon, Jr. - Michael Dean, Trustee 2,134
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B.A. Cosgrove 20,000
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James M. Draper 20,000
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James M. Draper, Trustee F/B/O Stephanie H. Hedrick 20,000
------------------------------------------------------------------------------------------------------
Trust for the Children of David C. Hammers - Michael Dean, Trustee 2,134
------------------------------------------------------------------------------------------------------
Geoffrey S.M. Hedrick 136,000
------------------------------------------------------------------------------------------------------
Robert E. Mittelstaedt, Jr. and Mary E. Mittelstaedt 8,560
------------------------------------------------------------------------------------------------------
NEPA Venture Fund, L.P. 120,000
------------------------------------------------------------------------------------------------------
Allan O. Olin and Connie Olin, JTROS 20,000
------------------------------------------------------------------------------------------------------
Thomas C. Pontani 40,000
------------------------------------------------------------------------------------------------------
Trust for Anne W. Rouse - Michael Dean, Trustee 1,067
------------------------------------------------------------------------------------------------------
Trust for Mary P. Rouse - Michael Dean, Trustee 1,067
------------------------------------------------------------------------------------------------------
CIP Capital, L.P. 80,000
------------------------------------------------------------------------------------------------------
Lance J. Lieberman 32,000
------------------------------------------------------------------------------------------------------
</TABLE>
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