EXHIBIT 4.6


 


THIS WARRANT AND THE COMMON STOCK RECEIVABLE UPON THE
EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (“THE
ACT”), OR ANY STATE SECURITIES LAWS. 
THEY MAY NOT BE TRANSFERRED OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE ACT OR AN OPINION OF COUNSEL, REASONABLY
SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED.


 


Void After 5:00 P.M., Pacific Time,
on March 31, 2010


 


WARRANT TO PURCHASE COMMON STOCK


 


CENTIV, INC.


 


	
  WARRANT NO. W-      

  	
   

  	
  ORIGINAL ISSUE DATE:  MARCH 31, 2003

  



 


This is to Certify That, FOR VALUE RECEIVED,
                         
(“Holder”) is entitled to purchase, subject to the provisions of this Warrant,
from CENTIV,
INC. (the “Company”), at any time until 5:00 P.M., Pacific
Time, on March 31, 2010 (“Expiration Date”),
            shares
(“Shares”) of the Company’s Common Stock, $.001 par value per share (“Common
Stock”), which number is subject to adjustment from time to time as provided in
this Warrant.  The exercise price of the
Warrant shall be $0.50 per Share, subject to adjustment as provided in Section
8 hereof (“Exercise Price”).


 


This Warrant has been issued pursuant to the
Securities Purchase Agreement dated March 31, 2003, among the Company and the
purchasers identified therein (as amended from time to time, the “Purchase
Agreement”).  The Holder is entitled to
the rights in the Purchase Agreement and in the Investor Rights Agreement dated
March 31, 2003 among the Company and the aforementioned purchasers (as amended
from time to time, the “Investor Rights Agreement”), including the rights
relating to the registration of the shares of Common Stock issuable under this
Warrant, unless the Holder is not a party to those agreements and has not been
validly assigned rights therein.


 


1.                                       Exercise of Warrant. 
This Warrant may be exercised in whole or in part at any time or from
time to time until the Expiration Date or if the Expiration Date is a day on
which banking institutions 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 or at the office its stock transfer agent, if any, with
the Purchase Form annexed hereto as Exhibit A duly executed and, unless a net
exercise is being made in accordance with Section 2, accompanied by payment of
the Exercise Price for the number of Shares specified in such Form, in cash or
check payable to the order of the Company. 
The Shares so purchased shall be deemed to be issued to the Holder or
the 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 surrendered and the
completed Exhibit A shall have been delivered and, unless a net exercise is
being made in accordance with Section 2, payment shall have been made for such
Shares as set forth above or, if such day is not a business day, on the next
succeeding business day.  The Shares so
purchased, representing the aggregate number of shares


 

















 


specified in the executed
Exhibit A, shall be delivered to the holder hereof within a reasonable time,
not exceeding ten (10) business days, after this Warrant shall have been so
exercised.  If (a) the Company’s transfer
agent is participating in the Depository Trust Company (“DTC”) Fast Automated
Securities Transfer program, and (b) the certificates therefor are not required
to bear a legend and the holder is not obligated to return such certificate for
the placement of a legend thereon, the Company, upon request of the Holder,
shall cause its transfer agent to electronically transmit the Shares so
purchased to the Holder by crediting the account of the holder or its nominee
with DTC through its Deposit Withdrawal Agent Commission system (“DTC Transfer”).  If the aforementioned conditions to a DTC
Transfer are not satisfied or such transfer is not so requested by the Holder,
the Company shall deliver to the holder physical certificates representing the
Shares so purchased.


 


If this Warrant is exercised in part only, the Company
shall, upon surrender of this Warrant for cancellation, execute and deliver a
new Warrant evidencing the right of the Holder to purchase the balance of the
Shares purchasable hereunder. Upon receipt by the Company of this Warrant at
the office of the Company, in proper form for exercise and, unless a net
exercise if being made in accordance with Section 2, accompanied by the
Exercise Price, the Holder shall be deemed to be the holder of record of the
Shares issuable upon such exercise, notwithstanding that the stock transfer
books of the Company shall then be closed or that cer­tificates representing
such Shares shall not then be actually delivered to the Holder.


 


2.                                       Net Exercise. The Holder, in lieu of paying cash upon
the exercise of the Warrant, may receive a number of shares of Common Stock
calculated according to the following formula without the payment of any cash
in consideration for the cancellation of all or a portion of the Warrant:


 


X =
[(V - E) x N]  ̧ V


 


where “X” equals the
number of shares of Common Stock to be received upon cancellation of the
Warrant (or the portion hereof being cancelled) pursuant to this Section 2; “N”
equals the number of shares of Common Stock issuable upon Warrant exercise if
exercised for cash; “E” equals the exercise price of the Warrant; and “V”
equals the value of a share of Common Stock on the date the Holder exercises
this Warrant calculated as follows: (a) if the stock of the Company is listed
on any established stock exchange or a national market system, including,
without limitation, the Nasdaq Stock Market, its value shall be the closing
sales price for such stock or the closing bid if no sales were reported, as
quoted on such system or exchange (or the largest such exchange) for the date
the value is to be determined (or if there are no sales for such date, then for
the last preceding business day on which there were sales), as reported in the Wall
Street Journal or similar publication; or (b) if the stock of the Company
is regularly quoted by a recognized securities dealer but selling prices are
not reported, its value shall be the mean between the high bid and low asked
prices for the stock on the date the value is to be determined (or if there are
no quoted prices for such date, then for the last preceding business day on
which there were quoted prices).


 


3.                                       Reservation of Shares. 
The Company hereby agrees that at all times that this Warrant remains
outstanding there shall be reserved for issuance and/or delivery upon exercise
of this Warrant such number of shares of Common Stock as shall be required for
issuance or delivery upon exercise of this Warrant.


 


4.                                       Limit on Fractional Shares. 
No fractional Shares, shares or scrip repre­senting fractional shares
shall be issued upon the exercise of this Warrant.


 


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


 


2

















 


6.                                       Exchange, 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 for other
Warrants of different denominations entitling the Holder thereof to purchase
(under the same terms and conditions as provided by this Warrant) in the
aggregate the same number of Shares purchasable hereunder.  Subject to Section 12, any transfer or assignment
shall be made by surrender of this Warrant to the Company with the Assignment
Form annexed hereto as Exhibit B duly executed and with funds sufficient to pay
any transfer tax; whereupon 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 canceled.  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 issued in substitution for or replacement of this Warrant, or 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 reasonably satisfactory indemnification, and
upon surrender and cancellation of this Warrant, if mutilated, the Company will
execute and deliver a new Warrant of like tenor and date.  Subject to such right of indemnification,
any such new Warrant executed and de­livered shall constitute an additional
contractual obligation on the part of the Company, whether or not this Warrant
so lost, stolen, destroyed or mutilated shall be at any time enforceable by
anyone.


 


7.                                       Rights of the Holder. 
The Holder shall not, by virtue hereof, be entitled to any rights of a
shareholder in the Com­pany, either at law or equity, and the rights of the
Holder are limited to those expressed in the Warrant (and, if the Holder is a
party or an assignee or rights therein, the Purchase Agreement and the Investor
Rights Agreement) and are not enforce­able against the Company except to the
extent set forth herein (or therein).


 


8.                                       Adjustment Provisions. 
The number and type of shares issuable upon exercise of this Warrant
shall be subject to adjustment from time to time as follows:


 


(a)                                  If the number of shares of Common Stock
outstanding is increased by a stock dividend payable in shares of Common Stock
or by a subdivision or split-up of shares of Common Stock, then, following the
record date for the determination of holders of Common Stock entitled to
receive such stock dividend, subdivision or split-up, the number of shares of
Common Stock for which this Warrant is exercisable and the Exercise Price shall
be appropriately adjusted so that the number of shares of Common Stock issuable
on exercise of this Warrant shall be increased, and the Exercise Price shall be
decreased, in proportion to such increase in outstanding shares.


 


(b)                                 If the number of shares of Common Stock
outstanding is decreased by a combination of the outstanding shares of Common
Stock, then, following the record date for such combination, the number of
shares of Common Stock for which this Warrant is exercisable and the Exercise
Price shall be appropriately adjusted so that the number of shares of Common
Stock issuable on exercise of this Warrant shall be decreased, and the Exercise
Price increased, in proportion to such decrease in outstanding shares.


 


(c)                                  In the event of any capital
reorganization of the Company, any reclassification of the stock of the Company
(other than a change in par value or from no par value to par value or from par
value to no par value or as a result of a stock dividend or subdivision,
split-up or combination of shares), any consolidation or merger of the Company,
or any sale, lease,


 


3

















 


conveyance to another
person of the property of the Company pursuant to which the Company’s Common
Stock is converted into other securities, cash or assets, each Warrant shall
after such reorganization, reclassification, consolidation, merger or
conveyance be exercisable into the kind and number of shares of stock or other
securities or property of the Company or of the corporation resulting from such
consolidation or surviving such merger to which the holder of the number of
shares of Common Stock deliverable (immediately prior to the time of such
reorganization, reclassification, consolidation or merger) upon exercise of
such Warrant would have been entitled upon such reorganization,
reclassification, consolidation, merger or conveyance.  The provisions of this clause shall
similarly apply to successive reorganizations, reclassifications,
consolidations, mergers or conveyances.


 


(d)                                 If any event occurs of the type contemplated
by the adjustment provisions of this Section 8 but not expressly provided for
by such provisions, the Company will give notice of such event to the Holders,
and the Company’s Board of Directors will make an appropriate adjustment in the
Exercise Price and the number of shares of Common Stock acquirable upon
exercise of this Warrant so that the rights of the holder shall be neither
enhanced nor diminished by such event.


 


9.                                       Statement of Adjustment. 
Whenever the Exercise Price shall be adjusted as provided in Section 8,
the Company shall make available for inspection by the Holder during regular
business hours, at its principal executive offices or at such other place as
may be designated by the Company, a statement, signed by its chief executive
officer or president, showing in detail the facts requiring such adjustment and
the Exercise Price that shall be in effect after such adjustment.  The Company shall also cause a copy of such
statement to be sent by first class certified mail, return receipt requested
and postage prepaid, to Holder at such Holder’s address appearing on the
Company’s records.


 


10.                                 Notification of Other Events. In case at any time:


 


(a) the Company shall
declare any dividend upon the Common Stock payable in shares of stock of any class
or make any other distribution (other than dividends or distributions payable
in cash out of retained earnings consistent with the Company’s past practices
with respect to declaring dividends and making distributions) to the holders of
the Common Stock;


 


(b) the Company shall
offer for subscription pro rata to the holders of the Common Stock any
additional shares of stock of any class or other rights;


 


(c) there shall be any
capital reorganization of the Company, or reclassification of the Common Stock,
or consolidation or merger of the Company with or into another corporation or
entity such that the holders of the Company’s capital stock immediately prior
to such transaction or series of related transactions hold less than 50% of the
capital stock of the surviving corporation or entity immediately after such
transaction or series of transactions, or sale of all or substantially all of
the Company’s assets to another corporation or entity; or


 


(c) there shall be a
voluntary or involuntary dissolution, liquidation or winding-up of the Company;


 


then, in each such case,
the Company shall give to the Holder (i) notice of the date or estimated date
on which the books of the Company shall close or a record shall be taken for
determining the holders of Common Stock entitled to receive any such dividend,
distribution or subscription rights or for determining the holders of Common
Stock entitled to vote in respect of any such reorganization, reclassification,
consolidation, merger, sale, dissolution, liquidation or winding-up and (ii) in
the case of


 


4

















 


any such reorganization,
reclassification, consolidation, merger, sale, dissolution, liquidation or
winding-up, notice of the date (or, if not then known, a reasonable estimate
thereof by the Company) when the same shall take place.  Such notice shall also specify the date on
which the holders of Common Stock shall be entitled to receive such dividend,
distribution or subscription rights or to exchange their Common Stock for stock
or other securities or property deliverable upon such reorganization,
reclassification, consolidation, merger, sale, dissolution, liquidation, or
winding-up, as the case may be.  Such
notice shall be given at least twenty (20) days prior to the record date or the
date on which the Company’s books are closed in respect thereto.  The Company shall publicly disclose the
events with respect to which any notice delivered hereunder relates prior to
delivery of such notice to the holder of this Warrant.


 


11.                                 Notices.  Unless
otherwise provided herein, any notice, request, instruction or other document
to be given hereunder by any party shall be in writing and delivered in person
or by courier or by facsimile transmission (followed by mailing certified mail,
postage prepaid, return receipt requested) or mailed by certified mail, postage
prepaid, return receipt requested, as follows: (a) to the Holder at the
Holder’s address as it appears in the records of the Company or at such other
address as the Holder may otherwise indicate in a written notice delivered to
the Company or (b) to the Company, at 998 Forest Edge Drive, Vernon Hills, IL
60061, Attn: President, or at such other address as the Company may otherwise
indicate in a written notice delivered to Holder.  All such notices, requests, instructions, documents and other
communications will (i) if delivered personally to the address as provided in
this Section 11, be deemed given upon delivery, (ii), if delivered by facsimile
transmission to the facsimile number as provided in this Section 8, be deemed
given upon receipt, and (iii) if delivered by mail in the manner described
above to the address as provided in this Section 11, five (5) days after being
placed in the mail.


 


12.                                 Transfer to Comply with the Securities
Act of 1933.  The Company may cause the following legend,
or one similar thereto, to be set forth on each certificate representing the
Shares or any other security issued or issuable upon exer­cise of this Warrant:


 


The securities
represented by this certificate may not be offered for sale, sold or otherwise
transferred in the absence of an effective registration statement under the
Securities Act of 1933 (the “Act”), and under any applicable state securities
law, an opinion of counsel satisfactory to the Company that such registration
is not, in the circumstances required, or evidence satisfactory to the Company
that the Shares have been sold in compliance with Rule 144 promulgated under
the Act.


 


Neither this Warrant nor any Shares issued upon the
exercise hereof shall be transferred other than pursuant to an effective
registration statement under the Securities Act or an exemption from the
registration provisions thereof. 
Notwithstanding the foregoing, following the date on which the Shares have
been registered under the Securities Act of 1933, as amended (the “Act”),
pursuant to the Investor Rights Agreement or otherwise may be sold by the
holder pursuant to Rule 144(k) promulgated under the Act (or a successor rule),
the Shares shall not bear any restrictive legend.


 


13.                                 Exemption from Registration for Warrant
Exercise.


 


The Company and the Holder acknowledge that the
Company will be relying on an exemption from the registration requirements of
the Act to deliver Shares to the Holder(s) upon the exercise of the
Warrant.  The Holder agrees to provide
the Company with such information and representations as may be requested by
the Company in order to establish a claim to an exemption from the registration
requirements of the Act, and any applicable state securities laws, including, a
representation that the Holder(s) are taking the Shares for investment, and not
with a view to distribution.


 


5

















 


14.                                 Governing Law; Jurisdiction. 
This Warrant shall be governed by and construed in accordance with the
laws of the State of California applicable to contracts made and to be
performed in the State of California. 
Each of the Company and the Holder irrevocably consents to the
non-exclusive jurisdiction of the United States federal courts and state courts
located in San Francisco, California in any suit or proceeding based on or
arising under this Warrant.  Each of the
Company and the Holder irrevocably waives any objection to the laying of venue
and the defense of an inconvenient forum to the maintenance of such suit or
proceeding in such courts.  Each of the
Company and the Holder further agrees that service of process upon it mailed by
certified or registered mail to the address set forth in Section 11 shall be
deemed in every respect effective service of process upon it in any such suit
or proceeding.  Nothing herein shall
affect the Holder’s right to serve process in any other manner permitted by
law.  Each of the Company and the Holder
agrees that a final non-appealable judgment in any such suit or proceeding
shall be conclusive and may be enforced in other jurisdictions by suit on such
judgment or in any other lawful manner.


 


15.                                 Successors and Assigns. 
The rights evidenced hereby shall inure to the benefit of and be binding
upon the successors of the Company and the successors and assigns of the Holder
hereof.  The provisions of this Warrant
are intended to be for the benefit of all Holders from time to time of this
Warrant and shall be enforceable by any such Holder.


 


16.                                 Amendment.  This Warrant
may not be modified or amended or the provisions hereof waived except by the
written consent of the Company and the Holder.


 


17.                                 Other Actions. 
The Company will not avoid or seek to avoid the observance or performance
of any of the terms to be observed or performed by it hereunder, but will 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 economic
benefit inuring to the holder hereof and the exercise privilege of the holder
of this Warrant against dilution or other impairment, consistent with the tenor
and purpose of this Warrant.


 


	
   

  	
  CENTIV, INC.

  	 

	
   

  	
   

  	 

	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	 

	
   

  	
   

  	
  Title:

  	 




 


6

















 


EXHIBIT A


 


PURCHASE FORM


Dated:
              ,
200   


 


The undersigned hereby
irrevocably elects to exercise the Warrant to the extent of purchasing
               
shares of Common Stock of Centiv, Inc.


 


[Check one of the
following:]


 


           
The undersigned is tendering herewith
$              
in payment of the exercise price of the shares purchased.


 


           
The undersigned elects to cancel the Warrant in consideration for the issuance
of shares in lieu of a cash payment pursuant to Section 2 of the Warrant.


 


[   ]  The undersigned requests that the Company
cause its transfer agent to electronically transmit the Common Stock being
acquired hereby to the account of the undersigned or its nominee (which is
                                 )
with DTC through its Deposit Withdrawal Agent Commission System (“DTC
Transfer”).


 


INSTRUCTIONS FOR REGISTRATION OF
SHARES


 


	
  Name:

  	
   

  	
   

  
	
   

  	
  (Please
  typewrite or print in block letters)

  	
   

  
	
   

  	
   

  	
   

  
	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature:  

  	
   

  	
   

  
				



 

















 


EXHIBIT B


 


ASSIGNMENT FORM


Dated:
                   ,
200  


 


FOR VALUE RECEIVED,
                                                                                            


 


hereby sells, assigns and
transfers unto


 


	
  Name:

  	
   

  	
   

  
	
   

  	
  (Please
  typewrite or print in block letters)

  	
   

  
	
   

  	
   

  	
   

  
	
  Address:

  	
   

  	
   

  
				



 


the right to purchase
Shares represented by this Warrant to the extent of
                         shares
Common Stock as to which such right is exercisable and does hereby irrevocably
constitute and appoint                                ,
attorney, to transfer the same on the books of the Company with full power of
substitution in the premises.


 


	
   

  	
  Signature: