Exhibit 4.1


 


THIS WARRANT AND
THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED
WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR PURSUANT TO RULE
144 OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS
COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.


 


WARRANT TO
PURCHASE STOCK


 


	
  Corporation:

  	
   

  	
  RADVIEW SOFTWARE LTD., a company organized under the
  laws of the State of Israel

  
	
  Number of Shares:

  	
   

  	
  352,941

  
	
  Class of Shares:

  	
   

  	
  Ordinary Shares

  
	
  Initial Exercise Price:

  	
   

  	
  $0.17 per share

  
	
  Issue Date:

  	
   

  	
  May 25, 2005

  
	
  Expiration Date:

  	
   

  	
  May 25, 2012

  



 


THIS WARRANT
CERTIFIES THAT, for good and valuable consideration, the receipt of which is
hereby acknowledged, COMERICA BANK or its assignee (“Holder”) is entitled to
purchase the number of fully paid and nonassessable ordinary shares, NIS 0.01
par value per share (the “Shares”) of the company (the “Company”) at the
initial exercise price per Share (the “Warrant Price”) all as set forth above
and as adjusted pursuant to Article 2 of this warrant, subject to the
provisions and upon the terms and conditions set forth in this warrant.


 


ARTICLE 1.    EXERCISE.


 


1.1           Method of Exercise.  Holder may exercise this warrant by
delivering this warrant and a duly executed Notice of Exercise in substantially
the form attached as Appendix 1 to the principal office of the Company.  Unless Holder is exercising the conversion right
set forth in Section 1.2, Holder shall also deliver to the Company a check for
the aggregate Warrant Price for the Shares being purchased.


 


1.2           Conversion Right.  In lieu of exercising this warrant as
specified in Section 1.1, Holder may from time to time convert this warrant, in
whole or in part, into a number of Shares determined by dividing (a) the
aggregate fair market value of the Shares or other securities otherwise
issuable upon exercise of this warrant minus the aggregate Warrant Price of
such Shares by (b) the fair market value of one Share.  The fair market value of the Shares shall be
determined pursuant to Section 1.3.


 


1.3           Fair Market Value.  If the Shares are traded regularly in a
public market, the “fair market value” of a Share shall, for purposes of
Section 1.2 hereof, be the average closing price per Share reported in such
public market for the 10 trading days immediately before Holder delivers its
Notice of Exercise to the Company, and for purposes of Section 2.7 and 3.1
hereof, be the closing price per Share reported in such public market on the
date of determination (or if such date is not a trading day, the immediately
preceding trading day).  If the Shares
are not regularly traded in a public market, the Board of Directors of the Company
shall determine fair market value in its reasonable good faith judgment.


 


1.4           Delivery of Certificate and New
Warrant.  Promptly after Holder
exercises or converts this warrant, the Company shall deliver to Holder
certificates for the Shares acquired and, if this warrant has not been fully
exercised or converted and has not expired, a new warrant representing the
Shares not so acquired.


 





















 


1.5           Replacement of Warrants.  On receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of
this warrant and, in the case of loss, theft or destruction, on delivery of an
indemnity agreement reasonably satisfactory in form and amount to the Company
or, in the case of mutilation, on surrender and cancellation of this warrant,
the Company at its expense shall execute and deliver, in lieu of this warrant,
a new warrant of like tenor.


 


1.6           Repurchase on Sale, Merger, or
Consolidation of the Company.


 


1.6.1            “Acquisition.”  For the purpose of this warrant,
“Acquisition” means (a) any sale, license, or other disposition of all or
substantially all of the assets (including intellectual property) of the
Company, or (b) any reorganization, consolidation, merger or sale of the voting
securities of the Company or any other transaction where the holders of the
Company’s securities before the transaction beneficially own less than 50% of
the outstanding voting securities of the surviving entity after the
transaction.


 


1.6.2            Assumption
of Warrant.  If upon the closing of
any Acquisition the successor entity assumes the obligations of this warrant,
then this warrant shall be exercisable for the same securities, cash, and
property as would be payable for the Shares issuable upon exercise of the
unexercised portion of this warrant as if such Shares were outstanding on the
record date for the Acquisition and subsequent closing.  The Warrant Price shall be adjusted
accordingly.  The Company shall use
reasonable efforts to cause the surviving corporation to assume the obligations
of this warrant.


 


1.6.3            Nonassumption.  If upon the closing of any Acquisition the
successor entity does not assume the obligations of this warrant and Holder has
not otherwise exercised this warrant in full, then this warrant shall be deemed
to have been automatically converted pursuant to Section 1.2 and thereafter
Holder shall participate in the Acquisition on the same terms as other holders
of the same class of securities of the Company.


 


ARTICLE 2.  ADJUSTMENTS TO THE SHARES.


 


2.1           Share Dividends, Splits, Etc.  If the Company declares or pays a dividend on
its ordinary shares payable in ordinary shares, or other securities, or
subdivides the outstanding ordinary shares into a greater amount of ordinary
shares, then upon exercise of this warrant, for each Share acquired, Holder
shall receive, without cost to Holder, the total number and kind of securities
to which Holder would have been entitled had Holder owned the Shares of record
as of the date the dividend or subdivision occurred.


 


2.2           Reclassification, Exchange or
Substitution.  Upon any reclassification,
exchange, substitution, or other event that results in a change of the number
and/or class of the securities issuable upon exercise or conversion of this
warrant, Holder shall be entitled to receive, upon exercise or conversion of
this warrant, the number and kind of securities and property that Holder would
have received for the Shares if this warrant had been exercised immediately
before such reclassification, exchange, substitution, or other event.  The Company or its successor shall promptly
issue to Holder a new warrant for such new securities or other property.  The new warrant shall provide for adjustments
which shall be as nearly equivalent as may be practicable to the adjustments
provided for in this Article 2 including, without limitation, adjustments to
the Warrant Price and to the number of securities or property issuable upon
exercise of the new warrant.  The
provisions of this Section 2.2 shall similarly apply to successive
reclassifications, exchanges, substitutions, or other events.


 


2.3           Adjustments for Combinations, Etc.  If the outstanding Shares are combined or
consolidated, by reclassification or otherwise, into a lesser number of shares,
the Warrant Price shall be


 





















 


proportionately
increased. If the outstanding Shares are combined or consolidated, by
reclassification or otherwise, into a greater number of shares, the Warrant
Price shall be proportionately decreased.


 


2.4           No Impairment.  The Company shall not, by amendment of its
Articles of Association or through a reorganization, transfer of assets,
consolidation, merger, dissolution, issue, 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 under this warrant by the Company, but
shall at all times in good faith assist in carrying out all the provisions of
this Article 2 and in taking all such action as may be necessary or appropriate
to protect Holder’s rights under this Article against impairment.


 


2.5           Certificate as to Adjustments.  Upon each adjustment of the Warrant Price,
the Company at its expense shall promptly compute such adjustment, and furnish
Holder with a certificate of its Chief Financial Officer setting forth such
adjustment and the facts upon which such adjustment is based.  The Company shall, upon written request,
furnish Holder a certificate setting forth the Warrant Price in effect upon the
date thereof and the series of adjustments leading to such Warrant Price.


 


2.7           Fractional Shares.  No fractional Shares shall be issuable upon
exercise or conversion of the Warrant and the number of Shares to be issued
shall be rounded down to the nearest whole Share.  If a fractional share interest arises upon
any exercise or conversion of the Warrant, the Company shall eliminate such
fractional share interest by paying Holder the amount computed by multiplying
the fractional interest by the fair market value of a full Share.


 


ARTICLE 3.    REPRESENTATIONS
AND COVENANTS OF THE COMPANY.


 


3.1           Representations and Warranties.  The Company hereby represents and warrants to
the Holder as follows:


 


1.             The initial Warrant Price
referenced on the first page of this warrant is not greater than the fair
market value of the Shares as of the date of this warrant.


 


2.             All Shares which may be issued upon
the exercise of the purchase right represented by this warrant shall, upon
issuance, be duly authorized, validly issued, fully paid and nonassessable, and
free of any liens and encumbrances except for restrictions on transfer provided
for herein or under applicable federal and state securities laws.


 


3.             The Company’s capitalization table
attached to this warrant is true and complete as of its date, and there has
been no material change to the Company’s capitalization since such date.


 


3.2           Notice of Certain Events.  If the Company proposes at any time (a) to
declare any dividend or distribution upon its ordinary shares, whether in cash,
property, shares, or other securities and whether or not a regular cash
dividend; (b) to offer for subscription pro rata to the holders of any class or
series of its shares any additional shares of stock of any class or series or
other rights; (c) to effect any reclassification or recapitalization of
ordinary shares; or (d) to merge or consolidate with or into any other
corporation, or sell, lease, license, or convey all or substantially all of its
assets, or to liquidate, dissolve or wind up, then, in connection with each
such event, the Company shall give Holder (1) at least 20 days prior written
notice of the date on which a record will be taken for such dividend,
distribution, or subscription rights (and specifying the date on which the
holders of ordinary shares will be entitled thereto) or for determining rights
to vote, if any, in respect of the matters referred to in (a) and (b) above;
and (2) in the case of the matters referred to in (c) and (d) above at least 20
days prior written notice of the date when the same will take place (and
specifying the date on which the holders of ordinary shares


 





















 


will be entitled to
exchange their ordinary shares for securities or other property deliverable
upon the occurrence of such event).


 


3.3           Information Rights.  So long as the Holder holds this warrant
and/or any of the Shares, the Company shall deliver to the Holder (to the
extent not otherwise filed with the Securities and Exchange Commission pursuant
to the filing requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, as amended) (a) promptly after mailing, copies of all
communications to the shareholders of the Company, (b) within one-hundred and
twenty (120) days after the end of each fiscal year of the Company, the annual
audited financial statements of the Company certified by independent public
accountants of recognized standing and (c) within forty-five (45) days after
the end of each of the first three quarters of each fiscal year, the Company’s
quarterly, unaudited financial statements.


 


3.4           Registration Under Securities Act
of 1933, as amended.  To the extent
that the Company grants incidental, or “Piggyback,” registration rights to any
holder of its equity securities, the Company shall take such actions as Holder
may reasonably request such that Holder shall be entitled to the same
incidental, or “Piggyback,” registration rights with respect to the Shares.


 


ARTICLE 4.    MISCELLANEOUS.


 


4.1           Term: Exercise Upon Expiration.  This warrant is exercisable in whole or in
part, at any time and from time to time on or before the Expiration Date set
forth above.  If this warrant has not
been exercised prior to the Expiration Date, this warrant shall be deemed to
have been automatically exercised on the Expiration Date by “cashless”
conversion pursuant to Section 1.2.


 


4.2           Legends.  This warrant and the Shares 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, AND MAY NOT BE
SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION
THEREOF UNDER SUCH ACT OR PURSUANT TO RULE 144 OR AN OPINION OF COUNSEL
REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION
IS NOT REQUIRED.


 


4.3           Compliance with Securities Laws on
Transfer.  This warrant and the
Shares issuable upon exercise of this warrant may not be transferred or assigned
in whole or in part without compliance with applicable federal and state
securities laws by the transferor and the transferee (including, without
limitation, the delivery of investment representation letters and legal
opinions reasonably satisfactory to the Company).  The Company shall not require Holder to
provide an opinion of counsel if the transfer is to an affiliate of Holder or,
unless the Company determines after consultation with its counsel regarding applicable
securities laws in effect at the time of such transfer, an opinion of counsel
is necessary, if there is no material question as to the availability of
current information as referenced in Rule 144(c), Holder represents that it has
complied with Rule 144(d) and (e) in reasonable detail, the selling broker
represents that it has complied with Rule 144(f), and the Company is provided
with a copy of Holder’s notice of proposed sale.


 


4.4           Transfer Procedure.  Subject to the provisions of Section 4.3,
Holder may transfer all or part of this warrant or the Shares issuable upon
exercise of this warrant by giving the Company notice of the portion of the
warrant being transferred setting forth the name, address and taxpayer
identification number of the transferee and surrendering this warrant to the
Company for reissuance to the transferee(s) (and Holder, if applicable); provided, however, that Holder may transfer all or
part of this warrant to its affiliates, including, without limitation, Comerica
Incorporated, at any time without notice to the


 





















 


Company, and such
affiliate shall then be entitled to all the rights of Holder under this warrant
and any related agreements, and the Company shall cooperate fully in ensuring
that any shares issued upon exercise of this warrant is issued in the name of the
affiliate that exercises the warrant. 
The terms and conditions of this warrant shall inure to the benefit of,
and be binding upon, the Company and the holders hereof and their respective
permitted successors and assigns. Unless the Company is filing financial
information with the SEC pursuant to the Securities Exchange Act of 1934, the
Company shall have the right to refuse to transfer any portion of this warrant
to any person who directly competes with the Company.


 


4.5           Notices.  All notices and other communications from the
Company to the Holder, or vice versa, shall be deemed delivered and effective
when given personally or mailed by first-class registered or certified mail,
postage prepaid, at such address as may have been furnished to the Company or
the Holder, as the case may be, in writing by the Company or such Holder from
time to time.  All notices to the Holder
shall be addressed as follows:


 


Comerica Bank


Attn:  Warrant
Administrator


500 Woodward Avenue, 32nd Floor, MC 3379


Detroit, MI 48226


 


4.6           Amendments.  This warrant and any term hereof may be
changed, waived, discharged or terminated only by an instrument in writing
signed by the party against which enforcement of such change, waiver, discharge
or termination is sought.


 


4.7           Attorneys’ Fees.  In the event of any dispute between the
parties concerning the terms and provisions of this warrant, the party
prevailing in such dispute shall be entitled to collect from the other party
all costs incurred in such dispute, including reasonable attorneys’ fees.


 


4.8           Governing Law.  This warrant shall be governed by and
construed in accordance with the laws of the State of Israel, without giving
effect to conflicts of law principles.


 


 


	
   

  	
   

  	
  RADVIEW SOFTWARE LTD.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  /s/ ILAN KINREICH

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Ilan Kinreich

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
  President and CEO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ CHRISTOPHER DINEEN

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Christopher Dineen

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial Officer

  
								



 


Authorized signatories under Corporate Resolutions to
Borrow or an authorized signer(s) under a resolution covering warrants must
sign the warrant.


 





















 


APPENDIX 1


 


NOTICE OF EXERCISE


 


1.             The undersigned hereby elects to
purchase               
ordinary shares of RADVIEW SOFTWARE LTD.
pursuant to the terms of the attached warrant, and tenders herewith payment of
the purchase price of such shares in full.


 


1.             The undersigned hereby elects to
convert the attached warrant into shares in the manner specified in the
warrant.  This conversion is exercised
with respect to               
of the shares covered by the warrant.


 


[Strike
paragraph that does not apply.]


 


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


 


Comerica Bank


Attn:  Warrant
Administrator


500 Woodward Avenue, 32nd Floor, MC 3379


Detroit, MI 48226


 


3.             The undersigned represents it is
acquiring the shares solely for its own account and not as a nominee for any
other party and not with a view toward the resale or distribution thereof
except in compliance with applicable securities laws.


 


	
  COMERICA BANK or Registered
  Assignee

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (Signature)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (Signature)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (Date)