ex44to1012ga403864_05302008.htm


    Exhibit 4.4

     

    
      THIS
WARRANT, AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT, HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“SECURITIES ACT”) OR
APPLICABLE STATE SECURITIES LAWS.  THE SECURITIES REPRESENTED HEREBY
HAVE BEEN OR WILL BE ACQUIRED FOR INVESTMENT PURPOSES ONLY AND MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO (A) AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND ANY APPLICABLE
STATE SECURITIES LAWS, OR (B) AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND
SCOPE REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED
UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES
LAWS.


      


      


      WARRANT

       

      Right to
Purchase

      _______ Shares of Common
Stock

      $0.003
Par Value

       

      Date:     May 19, 2008

       

      QUERYOBJECT
SYSTEMS CORPORATION

      COMMON
STOCK PURCHASE WARRANT

       

      THIS
CERTIFIES THAT, for value received, ___________ or his or its
registered assigns (the “Holder”), is entitled to purchase from QUERYOBJECT
SYSTEMS CORPORATION, a Delaware corporation (the “Company”), at any time and
from time to time until 5:00 p.m., prevailing Eastern Time, on the “Expiration
Date” (as defined below) _________ fully paid and
non-assessable shares of the Company’s common stock, par value $0.003 per share
(the “Common
Stock”).  This Warrant entitles the Holder to purchase shares of
Common Stock commencing on the date hereof until the ten year anniversary
thereof, for an initial exercise price equal to $0.003. The shares of Common
Stock issuable upon exercise hereof are referred to herein as the “Warrant
Shares” and the exercise price of this Warrant is referred to herein as the
“Exercise Price.”  The term “Warrants” means this Warrant and the
other warrants of the Company issued on the date hereof.

       

      This
Warrant is subject to the following terms, provisions and
conditions:

       

      1.           Manner of Exercise; Issuance
of Certificates; Payment for Shares.

       

      1.1           Exercise Notice.
Subject to the provisions hereof, this Warrant may be exercised by the Holder
hereof, in whole or in part, by the surrender of this Warrant, together with (i)
a completed exercise notice in the form attached hereto as Exhibit 1 (the
“Exercise Notice”), to the Company on or before 5:00 p.m., prevailing Eastern
Time, on any business day at the Company’s principal executive offices (or such
other office or agency of the Company as it may designate by notice to the
Holder hereof) and (ii) payment to the Company in cash, by check or by wire
transfer for the account of the Company, of the Exercise Price for each of the
Warrant Shares specified in the Exercise Notice.  The Warrant Shares
so purchased shall be deemed to be issued to the Holder hereof or such Holder’s
designee, as the record owner of such shares, as of the close of business on the
date on which this Warrant shall have been so surrendered, the completed
Exercise Notice shall have been delivered and payment shall have been made for
such shares as set forth above.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      Notwithstanding
any provisions herein to the contrary, in lieu of exercising this Warrant as
hereinabove permitted, the Holder may elect to exercise this Warrant or a
portion hereof and to pay for the Warrant Shares issuable upon such exercise by
way of cashless exercise by surrendering this Warrant at the principal executive
office of the Company, together with the Notice of Exercise, in which event the
Company shall issue to the Holder that number of Warrant Shares computed using
the following formula:

       

      
        	
                X=
      Y x (A-B)

              
	
                            A

                 

              


      

      Where:

       

      X equals
the number of Warrant Shares to be issued to the Holder;

       

      Y equals
the number of Warrant Shares purchasable under the Warrant, or, if only a
portion of the Warrant is being exercised, the portion of the Warrant being
exercised at the date of such calculation;

       

      A equals
the Fair Market Value (at the date of such calculation) of one share of Common
Stock of the Company; and

       

      B equals
the Exercise Price.

       

      1.2           Delivery of
Certificates.  Certificates for the Warrant Shares so
purchased, representing the aggregate number of shares specified in the Exercise
Notice, shall be delivered to the Holder hereof within a reasonable time, not
exceeding five trading days, after this Warrant shall have been so exercised and
Holder’s payment shall have been collected.  The certificates so
delivered shall be in such denominations as may be reasonably requested by the
Holder hereof and shall be registered in the name of such Holder or such other
name as shall be designated by such Holder.  If this Warrant shall
have been exercised only in part, then, unless this Warrant shall have expired,
the Company shall, at its expense, at the time of delivery of such certificates,
deliver to the Holder a new Warrant representing the number of shares with
respect to which this Warrant shall not then have been exercised.

       

      Subject
to Section 1.4 hereof, upon delivery of an Exercise Notice and payment for the
Warrant Shares to be purchased thereby, the Company’s obligation to deliver
certificates for such Warrant Shares shall be absolute and unconditional and the
Company agrees not to assert (and hereby waives to the fullest extent permitted
by law) any defenses against its obligation to so deliver such certificates. In
the event the Company fails to deliver such certificates, the Company
understands that the Holder will be entitled to pursue actual damages (whether
or not such failure is caused by the Company’s failure to maintain a sufficient
number of authorized shares of Common Stock), and each Holder shall have the
right to pursue all remedies available at law or in equity (including a decree
of specific performance or injunctive relief).

       

      1.3           Period of
Exercise.  This Warrant shall be exercisable (the “Exercise
Period”) at any time on or after the date hereof and prior to 5:00 p.m.,
prevailing Eastern Time, on May 19, 2018 (the “Expiration Date”).

       

      
        
           

        

        
          2

          
            

          

        

        
           

        

      

       

      1.4           Right of
Rescission.  Any Holder that delivers to the Company an
Exercise Notice at any time during the period beginning on the date the Company
first gives notice to the Holders of Warrants of any contemplated “Corporate
Event” (as defined in Section 2.4 hereof) and the day immediately prior to the
date the Corporate Event is to be effected or consummated, shall have the
absolute right, in his discretion, if the Corporate Event is not effected or
consummated as contemplated, to rescind his Exercise Notice by written notice
delivered to the Company within 10 days after the date on which the Company
delivers notice to such Holder of the cancellation of the Corporate
Event.  Such notice of cancellation shall be delivered by the Company
to each Holder within three days of the cancellation of any contemplated
Corporate Event.

       

      2.           Certain Agreements of the
Company.  The Company hereby covenants and agrees as
follows:

       

      2.1           Shares to be Fully
Paid.  All Warrant Shares will, upon issuance in accordance
with the terms of this Warrant, be validly issued, fully paid, and
non-assessable and free from all taxes, liens, claims and
encumbrances.

       

      2.2           Reservation of
Shares.  During the Exercise Period, the Company shall at all
times have authorized and reserved for the purpose of issuance upon exercise of
this Warrant, a sufficient number of shares of Common Stock to provide for the
exercise of this Warrant.

       

      2.3           No
Impairment.  The Company shall not, by amendment of its charter
or through a reorganization, transfer of assets, consolidation, merger,
dissolution, issuance or sale of securities or any other voluntary action, avoid
or seek to avoid the observance or performance of any of the terms to be
observed or performed by it hereunder, but shall at all times in good faith
assist in the carrying out of all the provisions of this Warrant and in the
taking of all such action as may reasonably be requested by the Holder of this
Warrant in order to protect the exercise privilege of the Holder of this Warrant
against dilution or other impairment, consistent with the tenor and purpose of
this Warrant.  Without limiting the generality of the foregoing, the
Company (i) shall not increase the par value of any shares of Common Stock
receivable upon the exercise of this Warrant above the Exercise Price then in
effect and (ii) shall take all such actions as may be necessary or
appropriate in order that the Company may validly and legally issue fully paid
and non-assessable shares of Common Stock upon the exercise of this
Warrant.

       

      2.4           Events Requiring Notice to
Holders. The Company shall give notice to the Holder upon one or more of
the following events: (i) if the Company shall take a record of the holders of
its Common Stock for the purpose of entitling them to receive any dividend or
distribution, or (ii) the Company shall offer to all the holders of its Common
Stock any additional shares of capital stock of the Company or securities
convertible into or exchange­able for shares of capital stock of the
Company, or any option, right or warrant to subscribe therefor, or (iii) a
dissolution, liquidation or winding up of the Company, or a sale of all or
substan­tially all of its property, assets or business, or a merger or
consolidation with another entity in which the Company is either not the
surviving entity or is the surviving entity, but the owners of the Company’s
voting capital stock immediately prior to such merger or consolidation fail to
hold at least 50% of the voting securities of the Company after the merger (each
such event a “Corporate Event”).  The Company shall give written
notice of such Corporate Event to each Holder of a Warrant at least 20 days
prior to the date fixed as a record date or the date of the closing of the
transfer books for the determination of the stockholders entitled to the benefit
of, or to participate in, or to vote on such Corporate Event.  Such
notice shall specify such record date or the date of the closing of the transfer
books, as the case may be.

       

      
        
           

        

        
          3

          
            

          

        

        
           

        

      

       

      3.           Adjustment
Provisions.  During the Exercise Period, the Exercise Price and
the number of Warrant Shares issuable upon exercise of this Warrant shall be
subject to adjustment from time to time as provided in this Section
3.

       

      3.1           Exercise Price
Adjustments. The Exercise Price hereof shall be subject to adjustment at
any time when this Warrant is issued and outstanding, in the following manner
(i) the Exercise Price shall be proportionately reduced if the number of
outstanding shares of Common Stock, as a class, is increased by a stock split,
stock dividend, reclassification or other similar event; and (ii) the Exercise
Price shall be proportionately increased if the number of outstanding shares of
Common Stock, as a class, is decreased by a reverse stock split, combination or
reclassification of shares, or other similar event.

       

      3.2           Adjustment in the Aggregate
Number of Shares.  Upon each adjust­ment of the Exercise
Price pursuant to the provisions of this Section 3, the aggregate number of
Warrant Shares issuable upon the exercise of this Warrant shall be adjusted to
the nearest full number obtained by multiplying the Exercise Price in effect
immediately prior to such adjustment by the number of Warrant Shares issuable
upon exercise of this Warrant immediately prior to such adjustment and dividing
the product so obtained by the adjusted Exercise Price.

       

      3.3           Adjustment Due to Mergers,
Consolidation, etc.  If, at any time when this Warrant is
issued and outstanding, there shall be (i) any consolidation or merger of the
Company with any other corporation (other than a merger in which the Company is
the surviving or continuing entity and the owners of the Company’s voting
capital stock immediately prior to such merger continue to hold at least 50% of
the voting securities of the Company after the merger), (ii) any sale or
transfer of all or substantially all of the assets of the Company or (iii) any
share exchange pursuant to which all of the outstanding shares of Common Stock
are converted into other securities or property (each such event a “Merger
Event”), then the Holder of this Warrant shall thereafter have the right to
receive upon exercise of his or its Warrant, upon the basis and upon the terms
and conditions specified herein and in lieu of shares of Common Stock, such
shares of stock, securities and other property as would have been issuable or
payable in connection with the Merger Event with respect to or in exchange for
the number of shares of Common Stock immediately theretofore issuable and
receivable upon the exercise of this Warrant had such Merger Event not taken
place, and in any such case appropriate provisions shall be made with respect to
the rights and interests of the Holder of this Warrant to the effect that the
provisions hereof (including, without limitation, provisions for adjustment of
the Exercise Price and the corresponding number of shares of Common Stock
issuable upon  exercise of this Warrant) shall thereafter be
applicable, as nearly as may be practicable in relation to any shares of stock
or securities thereafter deliverable upon the exercise hereof.  The
Company shall not effect any transaction described in this Section 3.3 unless
(x) the Holder of this Warrant has been given written notice as provided in
Section 2.4, and (y) the resulting successor or acquiring entity (if not the
Company) assumes by written instrument the obligations of this Section
3.3.  The above provisions shall similarly apply to successive
consolidations, mergers, sales, transfers or share exchanges.

       

      3.4           Adjustment for Other
Events. If any event occurs as to which the foregoing provisions of this
Section 3 are not strictly applicable or, if strictly applicable, would not
fairly and adequately protect the exercise rights of this Warrant in accordance
with the essential intent and principles of such provisions, then the Board of
Directors shall make such adjustments in the application of such provisions, in
accordance with such essential intent and principles, as shall be reasonably
necessary, to protect such exercise rights as aforesaid, but in no event shall
any such adjustment have the effect of increasing the Exercise Price or
decreasing the number of shares of Common Stock issuable upon exercise of this
Warrant.

       

      
        
           

        

        
          4

          
            

          

        

        
           

        

      

       

      4.           Limitation on
Sales.  The Holder acknowledges that this Warrant and the
Warrant Shares have not been registered under the Securities Act as of the date
of issuance hereof and agrees not to sell, pledge, distribute, offer for sale,
transfer or otherwise dispose of this Warrant, or any Warrant Shares issued upon
its exercise, in the absence of (i) an effective registration statement under
the Securities Act and any applicable state securities laws or (ii) an opinion
of counsel, in form, substance and scope reasonably acceptable to the Company,
that registration is not required under the Securities Act or any applicable
state securities laws.

       

      Without
limiting the generality of the foregoing, unless the offering and sale of the
Warrant Shares to be issued upon the particular exercise of the Warrant shall
have been effectively registered under the Securities Act, the Company shall be
under no obligation to issue the shares covered by such exercise unless and
until the Holder shall have executed an investment letter in form and substance
satisfactory to the Company, including a warranty at the time of such exercise
that it is acquiring such shares for its own account, and will not transfer the
Warrant Shares unless pursuant to an effective and current registration
statement under the Securities Act or an exemption from the registration
requirements of the Securities Act and any other applicable restrictions, in
which event the Holder shall be bound by the provisions of a legend or legends
to such effect which shall be endorsed upon the certificate(s) representing the
Warrant Shares issued pursuant to such exercise.  In such event, the
Warrant Shares issued upon exercise hereof shall be imprinted with a legend in
substantially the following form:

       

      "THIS
SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR APPLICABLE STATE SECURITIES LAWS.  THIS SECURITY HAS BEEN OR WILL
BE ACQUIRED FOR INVESTMENT PURPOSES ONLY AND MAY NOT BE OFFERED, SOLD, PLEDGED
OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO (A) AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR
(B) AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO
THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OR ANY
APPLICABLE STATE SECURITIES LAWS."

       

      5.           Issue
Tax.  The issuance of certificates for Warrant Shares upon the
exercise of this Warrant shall be made without charge to the Holder of this
Warrant or such Warrant Shares for any issuance tax or other costs in respect
thereof, provided that the Company  shall not be required to pay any
tax which may be payable in respect of any transfer involved in the issuance and
delivery of any certificate in a name other than the Holder of this
Warrant.

       

      6.           No Rights or Liabilities as
Stockholder.  The Holder of this Warrant prior to its exercise
is not entitled, by virtue of being such Holder, to receive dividends, to vote,
and except as provided in Section 2.4 hereof, to receive notice of stockholders’
meetings or to exercise any other rights whatsoever as a stockholder of the
Company.  No provision of this Warrant, in the absence of affirmative
action by the Holder hereof to exercise this Warrant for Warrant Shares, and no
mere enumeration herein of the rights or privileges of the Holder hereof, shall
give rise to any liability of such Holder for the Exercise Price or as a
stockholder of the Company, whether such liability is asserted by the Company or
by creditors of the Company.

       

      
        
           

        

        
          5

          
            

          

        

        
           

        

      

       

      7.           Transfer, Exchange, and
Replacement of Warrant.

       

      7.1           Transfer.

       

      7.1.1  Restriction on
Transfer.  Subject to the provisions of Section 7.1.2, this
Warrant and the rights granted to the Holder hereof are transferable, in whole
or in part, upon surrender of this Warrant, together with a properly executed
assignment in the form attached hereto as Exhibit 2, at the office or agency of
the Company referred to in Section 7.5 below.  Until due presentment
for registration of transfer on the books of the Company, the Company may treat
the registered Holder hereof as the owner and Holder hereof for all purposes,
and the Company shall not be affected by any notice to the
contrary.

       

      7.1.2  Exercise or Transfer Without
Registration.  If, at the time of the surrender of this Warrant
in connection with any exercise, transfer or exchange of this Warrant, this
Warrant (or, in the case of any exercise, the Warrant Shares issuable
hereunder), shall not be registered under the Securities Act and under
applicable state securities or blue sky laws, the Company may require, as a
condition of allowing such exercise, transfer or exchange that the Holder or
transferee of this Warrant, as the case may be, furnish to the Company a written
opinion of counsel, in form, substance and scope reasonably acceptable to the
Company, that registration is not required under the Securities Act or any
applicable state securities laws.

       

      7.2           Warrant Exchangeable for
Different Denominations.  This Warrant is exchangeable, upon
the surrender hereof by the Holder hereof at the office or agency of the Company
referred to in Section 7.5 below, for new Warrants of like tenor of different
denominations representing in the aggregate the right to purchase the number of
Warrant Shares that may be purchased hereunder, each of such new Warrants to
represent the right to purchase such number of shares as shall be designated by
the Holder hereof at the time of such surrender.

       

      7.3           Replacement of
Warrant.  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 this
Warrant, the Company, at its expense, will execute and deliver, in lieu thereof,
a new Warrant of like tenor.

       

      7.4           Cancellation; Payment of
Expenses.  Upon the surrender of this Warrant in connection
with any transfer, exchange or replacement as provided in this Section 7, this
Warrant shall be promptly canceled by the Company.  The Company shall
pay all taxes (other than securities transfer taxes) and all other expenses
(other than legal expenses, if any, incurred by the Holder or transferees) and
charges payable in connection with the preparation, execution and delivery of
Warrants pursuant to this Section 7.

       

      7.5           Warrant
Register.  The Company shall maintain, at its principal
executive offices (or at the offices of the transfer agent for the Warrants or
such other office or agency of the Company as it may designate by notice to the
Holder hereof), a register for this Warrant (the “Warrant Register”) in which
the Company shall record the name and address of the person in whose name this
Warrant has been issued, as well as the name and address of each transferee and
each prior owner of this Warrant.

       

      
        
           

        

        
          6

          
            

          

        

        
           

        

      

       

      8.           Miscellaneous.

       

      8.1           Notices.  Any
notices required or permitted to be given under the terms of this Warrant shall
be in writing and shall be sufficiently given if delivered to the addressees in
person by overnight courier service, by confirmed facsimile or, if mailed,
postage prepaid certified mail (return receipt requested), and shall be
effective three days after being placed in the mail if mailed, or upon receipt
or refusal of receipt, if delivered personally or by courier or confirmed
telecopy, in each case addressed to a party.  The addresses for such
communications shall be:

       

      
        	
                If to the
      Company:

              
	 
      
	
                QueryObject
      Systems Corporation

              
	
                c/o
      Olshan Grundman Frome Rosenzweig & Wolosky LLP

              
	
                Park
      Avenue Tower

              
	
                65
      East 55th
      Street

              
	
                New
      York, NY 10022

              
	
                Attn:
      Daniel M. Pess, Chief Financial
Officer

              


      

      


      and if to
the Holder, at such address as such Holder shall have provided in writing to the
Company, or at such other address as each such party furnishes by notice given
in accordance with this Section 10.

       

      8.2           Governing Law;
Jurisdiction.  This Warrant will be deemed to have been made
and delivered in New York City and will be governed as to validity,
interpretation, construction, effect and in all other respects by the internal
laws of the State of New York.  The Company and the Holder each hereby
(i) agrees that any legal suit, action or proceeding arising out of or relating
to this Warrant shall be instituted exclusively in New York State Supreme Court,
County of New York, or in the United States District Court for the Southern
District of New York, (ii) waives any objection to the venue of any such suit,
action or proceeding and the right to assert that such forum is not a convenient
forum for such suit, action or proceeding, and (iii) irrevocably consents to the
jurisdiction of the New York State Supreme Court, County of New York, and the
United States District Court for the Southern District of New York in any such
suit, action or proceeding and the Company further agrees to accept and
acknowledge service or any and all process that may be served in any such suit,
action or proceeding in New York State Supreme Court, County of New York or in
the United States District Court for the Southern District of New
York.

       

      8.3           Amendments.  This
Warrant and any provision hereof may only be amended by an instrument in writing
signed by the Company and the Holder hereof.

       

      8.4           Section
Headings.  Section headings herein have been inserted for
reference only and shall not be deemed to otherwise affect, in any matter, or be
deemed to interpret in whole or part, any of the terms or provisions of this
Warrant.

       

      
        
           

        

        
          7

          
            

          

        

        
           

        

      

       

      IN
WITNESS WHEREOF, the Company has caused this Warrant to be signed by its duly
authorized officer.

       

      
        


        
          	
                  QUERY
      OBJECT SYSTEMS CORPORATION

                
	 
      
	 
      
	
                  By:

                	 
      
	
                  Name:

                	
                  Daniel
      M. Pess

                
	
                  Title:

                	
                  Chief
      Financial Officer

                


        

         

        
          
             

          

          
            8

            
              

            

          

          
             

          

        

      

       

      EXHIBIT
1

      


      


      Form to
be used to exercise Warrant:

      


      


      


      EXERCISE
NOTICE

       

      
        	
                Query
      Object Systems Corporation

              
	
                c/o
      Olshan Grundman Frome Rosenzweig & Wolosky LLP

              
	
                Park
      Avenue Tower

              
	
                65
      East 55th
      Street

              
	
                New
      York, NY 10022

              
	
                Attn:
      Daniel M. Pess, Chief Financial Officer

              
	 
      
	
                Date:

              	 
      	 
      


      

      


      The
undersigned hereby elects to purchase ________ shares of the Common Stock of
QueryObject Systems Corporation, pursuant to terms of the attached Warrant, and
tenders herewith payment of the purchase price of such shares in full, together
with all applicable transfer taxes, if any.

       

      Please
issue the Warrant Shares in accordance with the instructions given
below.

       

      Please
issue a certificate or certificates representing said shares of the Common Stock
in the name of the undersigned or in such other name as is specified
below:

       

      


      


      
        	 
      
	
                Signature

              
	 
      
	 
      
	
                Print
      Name

              


      

      


      NOTICE:
The signature on this form must correspond to the name as written upon the face
of the within Warrant in every particular without alter­ation or enlargement
or any change whatsoever.

       

      INSTRUCTIONS
FOR REGISTRATION OF SECURITIES

       

      
        	
                Name

              	 
      
	
                (Print
      in Block Letters)

              
	 
      	 
      
	
                Address

              	 
      


      

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      EXHIBIT
2

       

      Form to
be used to assign Warrant:

       

      ASSIGNMENT

       

      (To be
executed by the registered Holder to effect a transfer of the within
Warrant):

       

      FOR VALUE
RECEIVED, ___________________________________________ does hereby sell, assign
and transfer unto__________________________________________ a Warrant to
purchase ______________ shares of Common Stock of QueryObject Systems
Corporation (“Company”) evidenced by the within and does hereby authorize the
Company to transfer such right on the books of the Company.

       

      Dated:
___________________

       

      


       

      
        	 
      
	
                Signature

              
	 
      
	 
      
	
                Print
      Name

              


      

      


       

      NOTICE:
The signature on this form must correspond to the name as written upon the face
of the within Warrant  in every particular without alter­ation or
enlargement or any change whatsoever.