Form of ActivCard Corp. Common Stock Warrant


 EXHIBIT 4.3 
  

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO,
OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION
IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933. 

  

			
	 Warrant No.                 
 Date of Issuance:                 
	  	 Number of Shares:                 

(subject to adjustment)


  
 (Void After
                ) 
  
 ACTIVCARD CORP. 
  
 Common Stock Purchase Warrant 
  
 ActivCard Corp. (the “Company”), for value received, hereby certifies that
                                        
        , or its registered assigns (the “Registered Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at any time after the date hereof and on or
before the Expiration Date (as defined in Section 5 below), up to              shares (as adjusted from time to time pursuant to the provisions of this Warrant) of Common Stock of
the Company, at a purchase price of $             per share (as adjusted from time to time pursuant to the provisions of this Warrant). The shares purchasable upon exercise of this
Warrant and the purchase price per share are sometimes hereinafter referred to as the “Warrant Stock” and the “Purchase Price,” respectively. 
  

	 	1.	Exercise. 

  
 (a) Manner of Exercise. This Warrant may be exercised by the Registered Holder, in whole or in part, by surrendering this Warrant, with the
purchase/exercise form appended hereto as Exhibit A duly executed by such Registered Holder, at the principal office of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full of the
Purchase Price payable in respect of the number of shares of Warrant Stock purchased upon such exercise. The Purchase Price may be paid by cash, check, wire transfer or by the surrender of promissory notes or other instruments representing
indebtedness of the Company to the Registered Holder. 
  
 (b)
Effective Time of Exercise. Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in
Section 1(a) above. 
  

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 (c) Net Issue Exercise. 
  
 (i) In lieu of exercising this Warrant in the manner provided above in Section 1(a), the Registered Holder may elect to
receive shares equal to the value of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with notice of such election on the purchase/exercise form appended hereto as
Exhibit A duly executed by such Registered Holder or such Registered Holder’s duly authorized attorney, in which event the Company shall issue to holder a number of shares of Common Stock computed using the following formula: 

 
 X = Y (A – B) 
 A 
  

					
	 Where
	  	X =	  	The number of shares of Common Stock to be issued to the Registered Holder.
			
	 	  	Y =	  	The number of shares of Common Stock purchasable under this Warrant (at the date of such calculation).
			
	 	  	A =	  	The fair market value of one share of Common Stock (at the date of such calculation).
			
	 	  	B =	  	The Purchase Price (as adjusted to the date of such calculation).

  
 (ii) For purposes of
this Section 1(c), the fair market value of one share of Common Stock on the date of calculation shall mean: 
  
 (A) if the Company’s Common Stock is traded on a securities exchange or The Nasdaq Stock Market or actively traded over-the-counter: 
  
 (1) if the Company’s Common Stock is traded on a securities exchange or
The Nasdaq Stock Market, the fair market value shall be deemed to be the average of the closing prices for the five trading days prior to the date of calculation; or 
  
 (2) if the Company’s Common Stock is actively traded over-the-counter, the fair market value shall be deemed to be the
average of the closing bid or sales price (whichever is applicable) five trading days prior to the date of calculation; or 
  
 (B) if (A) is not applicable, then the fair market value shall be determined in good faith by the Board of Directors of the Company. 
  
 (d) Delivery to Holder. As soon as practicable after the
exercise of this Warrant in whole or in part the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct:

  
 (i) a certificate or certificates for the number of shares of
Warrant Stock to which such Registered Holder shall be entitled, and 
  
 (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of shares of Warrant Stock equal (without giving effect to any
adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares purchased by the Registered Holder upon such exercise as provided in Section 1(a) above. 
  

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	 	2.	Adjustments. 

  
 (a) Stock Splits and Dividends. If outstanding shares of the Company’s Common Stock shall be subdivided into a greater number of shares
or a dividend in Common Stock shall be paid in respect of Common Stock, the Purchase Price in effect immediately prior to such subdivision or at the record date of such dividend shall simultaneously with the effectiveness of such subdivision or
immediately after the record date of such dividend be proportionately reduced. If outstanding shares of Common Stock shall be combined into a smaller number of shares, the Purchase Price in effect immediately prior to such combination shall,
simultaneously with the effectiveness of such combination, be proportionately increased. When any adjustment is required to be made in the Purchase Price, the number of shares of Warrant Stock purchasable upon the exercise of this Warrant shall be
changed to the number determined by dividing (i) an amount equal to the number of shares issuable upon the exercise of this Warrant immediately prior to such adjustment, multiplied by the Purchase Price in effect immediately prior to such
adjustment, by (ii) the Purchase Price in effect immediately after such adjustment. 
  
 (b) Reclassification, Etc. In case of any reclassification or change of the outstanding securities of the Company or of any reorganization of the Company (or any other corporation the stock or securities
of which are at the time receivable upon the exercise of this Warrant) or any similar corporate reorganization on or after the date hereof, then and in each such case the holder of this Warrant, upon the exercise hereof at any time after the
consummation of such reclassification, change, reorganization, merger or conveyance, shall be entitled to receive, in lieu of the stock or other securities and property receivable upon the exercise hereof prior to such consummation, the stock or
other securities or property to which such holder would have been entitled upon such consummation if such holder had exercised this Warrant immediately prior thereto, all subject to further adjustment as provided in Section 2(a); and in each such
case, the terms of this Section 2 shall be applicable to the shares of stock or other securities properly receivable upon the exercise of this Warrant after such consummation. 
  

	 	3.	Transfers. 

  
 (a) Unregistered Security. Each holder of this Warrant acknowledges that this Warrant and the Warrant Stock have not been registered under
the Securities Act of 1933, as amended (the “Securities Act”), and agrees not to sell, pledge, distribute, offer for sale, transfer or otherwise dispose of this Warrant or any Warrant Stock issued upon its exercise in the absence of
(i) an effective registration statement under the Act as to this Warrant or such Warrant Stock and registration or qualification of this Warrant or such Warrant Stock under any applicable U.S. federal or state securities law then in effect or (ii)
an opinion of counsel, satisfactory to the Company, that such registration and qualification are not required. Each certificate or other instrument for Warrant Stock issued upon the exercise of this Warrant shall bear a legend substantially to the
foregoing effect. 
  
 (b) Transferability. Subject
to the provisions of Section 3(a) hereof, this Warrant and all rights hereunder are transferable, in whole or in part, upon surrender of the Warrant with a properly executed assignment (in the form of Exhibit B hereto) at the principal office
of the Company. 
  
 4.     No Impairment. The Company will not, by amendment of its charter or through reorganization, consolidation, merger, dissolution, sale of assets or any other voluntary action, avoid or seek to
avoid the observance or performance of any of the terms of this Warrant. 
  
 5.     Termination. This Warrant (and the right to purchase securities upon exercise hereof) shall terminate upon the earliest to occur of the following (the “Expiration
Date”): (a) 5:00 p.m., Pacific Time,                     , (b) the sale, conveyance or disposal of all or substantially all of the
Company’s assets or the Company’s merger with or into or consolidation with any other corporation (other than a wholly-owned subsidiary of the Company) or any other transaction or series of related transactions in which more than fifty
percent (50%) of the voting power of the Company is disposed of; provided, however, that the preceding clause (b) shall not apply to a merger effected for the purpose of changing the domicile of the Company. 
  

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	 	6.	Notices of Certain Transactions. In case: 

  
 (a) the Company shall take a record of the holders of its Common Stock (or other stock or securities at the time deliverable upon the exercise of this
Warrant) for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for or purchase any shares of stock of any class or any other securities, or to receive any other right, to
subscribe for or purchase any shares of stock of any class or any other securities, or to receive any other right, or 
  
 (b) of any capital reorganization of the Company, any reclassification of the capital stock of the Company, any consolidation or merger of the Company,
any consolidation or merger of the Company with or into another corporation (other than a consolidation or merger in which the Company is the surviving entity), or any transfer of all or substantially all of the assets of the Company, or 

 
 (c) of the voluntary or involuntary dissolution, liquidation or winding-up
of the Company, 
  
 then, and in each such case, the Company will mail or cause to
be mailed to the Registered Holder of this Warrant a notice specifying, as the case may be, (i) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend,
distribution or right, or (ii) the effective date on which such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation or winding-up is to take place, and the time, if any is to be fixed, as of which the holders
of record of Common Stock (or such other stock or securities at the time deliverable upon such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation or winding-up) are to be determined. Such notice shall be
mailed at least ten (10) days prior to the record date or effective date for the event specified in such notice. Notwithstanding the foregoing, the Company’s obligations under this Section 6 shall be deemed satisfied if the Company makes a
public announcement of such event either in a filing with the Securities and Exchange Commission or in a press release and such announcement is made at least 10 days prior to the record date or effective date of such event. 
  
 7.      Reservation of Stock. The
Company will at all times reserve and keep available, solely for the issuance and delivery upon the exercise of this Warrant, such shares of Warrant Stock and other stock, securities and property, as from time to time shall be issuable upon the
exercise of this Warrant. 
  
 8.     
Exchange of Warrants. Upon the surrender by the Registered Holder of any Warrant or Warrants, properly endorsed, to the Company at the principal office of the Company, the Company will, subject to the provisions of Section 3 hereof, issue
and deliver to or upon the order of such Holder, at the Company’s expense, a new Warrant or Warrants of like tenor, in the name of such Registered Holder or as such Registered Holder (upon payment by such Registered Holder of any applicable
transfer taxes) may direct, calling in the aggregate on the face or faces thereof for the number of shares of Common Stock called for on the face or faces of the Warrant or Warrants so surrendered. 
  
 9.      Replacement of Warrants. Upon
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) upon delivery of an indemnity agreement (with surety if reasonably required) in
an amount reasonably satisfactory to the Company, or (in the case of mutilation) upon surrender and cancellation of this Warrant, the Company will issue, in lieu thereof, a new Warrant of like tenor. 
  

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 10.    Notices. Any notice required or permitted by this Warrant shall be in
writing and shall be deemed sufficient upon receipt, when delivered personally or by courier, overnight delivery service or forty-eight (48) hours after being deposited in the regular mail as certified or registered mail (airmail if sent
internationally) with postage prepaid, to the addresses set forth below or subsequently modified by written notice to the Registered Holder: 
  
 If to the Company: 
  
 ActivCard Corp. 
 6623 Dumbarton Circle

 Fremont, CA 94555 
 Attn: Chief
Financial Officer 
  
 If to the Registered Holder: 
  

			
	 	 	 
		
	 	 	 
		
	 	 	 

  
 11.    No Rights as Shareholder. Until the exercise of this Warrant, the Registered Holder of this Warrant shall not have or exercise any rights by virtue hereof as a shareholder of the Company. 
  
 12.    No Fractional Shares. No fractional
shares of Common Stock will be issued in connection with any exercise hereunder. In lieu of any fractional shares which would otherwise be issuable, the Company shall pay cash equal to the product of such fraction multiplied by the fair market value
of one share of Common Stock on the date of exercise, as determined in good faith by the Company’s Board of Directors. 
  
 13.    Amendment or Waiver. Any term of this Warrant may be amended or waived only by an instrument in writing signed by the
party against which enforcement of the amendment or waiver is sought. 
  
 14.    Headings. The headings in this Warrant are for purposes of reference only and shall not limit or otherwise affect the meaning of any provision of this Warrant. 
  
 15.    Governing Law. This Warrant shall be
governed, construed and interpreted in accordance with the laws of the State of Delaware, without giving effect to principles of conflicts of law. 
  

	
	ACTIVCARD CORP.
	
	By:                                      
                                        
                  
	
	Name:                                     
                                        
             
	
	Title:                                     
                                        
               


  

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 EXHIBIT A 
  
 PURCHASE/EXERCISE FORM 
  


			
	To:  ActivCard Corp. 	  	Dated:
                            

  
 The undersigned,
pursuant to the provisions set forth in the attached Warrant No. [            ], hereby irrevocably elects to (a) purchase
             shares of the Common Stock covered by such Warrant and herewith makes payment of $             ,
representing the full purchase price for such shares at the price per share provided for in such Warrant, or (b) exercise such Warrant for              shares1 purchasable under the Warrant pursuant to the Net Issue Exercise provisions of Section 1(c) of such Warrant and authorizes the
Company to make the calculations required under Section 1(c) of the Warrant. 
  

	
	
	Signature:                                     
                                        
      
	
	Name
(print):                                      
                                      
 
	
	Title (if
applic.):                                      
                                 
	
	Company (if
applic.):                                      
                        


  


	1	If the Registered Holder elects to satisfy the Purchase Price pursuant to the Net Issue Exercise provisions of Section 1(c) of the Warrant, indicate the gross number of shares from
which the Purchase Price is to be deducted. 

  

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 EXHIBIT B 
  
 ASSIGNMENT FORM 
  
 FOR VALUE RECEIVED,
                                        
                                        
                         hereby sells, assigns and transfers all of the rights of the undersigned under the attached Warrant
with respect to the number of shares of Common Stock covered thereby set forth below, to: 
  

					
	 Name of Assignee

	 	 Address/Fax Number

	 	 No. of Shares



  
  
  
  

							
	Dated:                                     
   	 	 	 	Signature:	 	 
				
	 	 	 	 	 	 	 
				
	 	 	 	 	Witness: