**Exhibit 4.1**

 

THIS WARRANT ANDTHE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACTOF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERREDWITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR PURSUANT TO RULE144 OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITSCOUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.

 

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

 

# ARTICLE 1.    EXERCISE.

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

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## 1.2           Conversion Right.  In lieu of exercising this warrant asspecified in Section 1.1, Holder may from time to time convert this warrant, inwhole or in part, into a number of Shares determined by dividing (a) theaggregate fair market value of the Shares or other securities otherwiseissuable upon exercise of this warrant minus the aggregate Warrant Price ofsuch Shares by (b) the fair market value of one Share.  The fair market value of the Shares shall bedetermined pursuant to Section 1.3.

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

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## 1.4           Delivery of Certificate and NewWarrant.  Promptly after Holderexercises or converts this warrant, the Company shall deliver to Holdercertificates for the Shares acquired and, if this warrant has not been fullyexercised or converted and has not expired, a new warrant representing theShares not so acquired.

 

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## 1.5           Replacement of Warrants.  On receipt of evidence reasonablysatisfactory to the Company of the loss, theft, destruction or mutilation ofthis warrant and, in the case of loss, theft or destruction, on delivery of anindemnity agreement reasonably satisfactory in form and amount to the Companyor, 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.

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## 1.6           Repurchase on Sale, Merger, orConsolidation of the Company.

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

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### 1.6.2            Assumptionof Warrant.  If upon the closing ofany Acquisition the successor entity assumes the obligations of this warrant,then this warrant shall be exercisable for the same securities, cash, andproperty as would be payable for the Shares issuable upon exercise of theunexercised portion of this warrant as if such Shares were outstanding on therecord date for the Acquisition and subsequent closing.  The Warrant Price shall be adjustedaccordingly.  The Company shall usereasonable efforts to cause the surviving corporation to assume the obligationsof this warrant.

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

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# ARTICLE 2.  ADJUSTMENTS TO THE SHARES.

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

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## 2.2           Reclassification, Exchange orSubstitution.  Upon any reclassification,exchange, substitution, or other event that results in a change of the numberand/or class of the securities issuable upon exercise or conversion of thiswarrant, Holder shall be entitled to receive, upon exercise or conversion ofthis warrant, the number and kind of securities and property that Holder wouldhave received for the Shares if this warrant had been exercised immediatelybefore such reclassification, exchange, substitution, or other event.  The Company or its successor shall promptlyissue to Holder a new warrant for such new securities or other property.  The new warrant shall provide for adjustmentswhich shall be as nearly equivalent as may be practicable to the adjustmentsprovided for in this Article 2 including, without limitation, adjustments tothe Warrant Price and to the number of securities or property issuable uponexercise of the new warrant.  Theprovisions of this Section 2.2 shall similarly apply to successivereclassifications, exchanges, substitutions, or other events.

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

 

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## proportionatelyincreased. If the outstanding Shares are combined or consolidated, byreclassification or otherwise, into a greater number of shares, the WarrantPrice shall be proportionately decreased.

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## 2.4           No Impairment.  The Company shall not, by amendment of itsArticles of Association or through a reorganization, transfer of assets,consolidation, merger, dissolution, issue, or sale of securities or any othervoluntary action, avoid or seek to avoid the observance or performance of anyof the terms to be observed or performed under this warrant by the Company, butshall at all times in good faith assist in carrying out all the provisions ofthis Article 2 and in taking all such action as may be necessary or appropriateto protect Holder’s rights under this Article against impairment.

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## 2.5           Certificate as to Adjustments.  Upon each adjustment of the Warrant Price,the Company at its expense shall promptly compute such adjustment, and furnishHolder with a certificate of its Chief Financial Officer setting forth suchadjustment 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 thedate thereof and the series of adjustments leading to such Warrant Price.

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

 

# ARTICLE 3.    REPRESENTATIONSAND COVENANTS OF THE COMPANY.

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## 3.1           Representations and Warranties.  The Company hereby represents and warrants tothe Holder as follows:

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##### 1.             The initial Warrant Pricereferenced on the first page of this warrant is not greater than the fairmarket value of the Shares as of the date of this warrant.

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

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##### 3.             The Company’s capitalization tableattached to this warrant is true and complete as of its date, and there hasbeen no material change to the Company’s capitalization since such date.

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## 3.2           Notice of Certain Events.  If the Company proposes at any time (a) todeclare any dividend or distribution upon its ordinary shares, whether in cash,property, shares, or other securities and whether or not a regular cashdividend; (b) to offer for subscription pro rata to the holders of any class orseries of its shares any additional shares of stock of any class or series orother rights; (c) to effect any reclassification or recapitalization ofordinary shares; or (d) to merge or consolidate with or into any othercorporation, or sell, lease, license, or convey all or substantially all of itsassets, or to liquidate, dissolve or wind up, then, in connection with eachsuch event, the Company shall give Holder (1) at least 20 days prior writtennotice of the date on which a record will be taken for such dividend,distribution, or subscription rights (and specifying the date on which theholders of ordinary shares will be entitled thereto) or for determining rightsto 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 20days prior written notice of the date when the same will take place (andspecifying the date on which the holders of ordinary shares

 

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## will be entitled toexchange their ordinary shares for securities or other property deliverableupon the occurrence of such event).

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## 3.3           Information Rights.  So long as the Holder holds this warrantand/or any of the Shares, the Company shall deliver to the Holder (to theextent not otherwise filed with the Securities and Exchange Commission pursuantto the filing requirements of Section 13 or 15(d) of the Securities ExchangeAct of 1934, as amended) (a) promptly after mailing, copies of allcommunications to the shareholders of the Company, (b) within one-hundred andtwenty (120) days after the end of each fiscal year of the Company, the annualaudited financial statements of the Company certified by independent publicaccountants of recognized standing and (c) within forty-five (45) days afterthe end of each of the first three quarters of each fiscal year, the Company’squarterly, unaudited financial statements.

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3.4           Registration Under Securities Actof 1933, as amended.  To the extentthat the Company grants incidental, or “Piggyback,” registration rights to anyholder of its equity securities, the Company shall take such actions as Holdermay reasonably request such that Holder shall be entitled to the sameincidental, or “Piggyback,” registration rights with respect to the Shares.

 

# ARTICLE 4.    MISCELLANEOUS.

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## 4.1           Term: Exercise Upon Expiration.  This warrant is exercisable in whole or inpart, at any time and from time to time on or before the Expiration Date setforth above.  If this warrant has notbeen exercised prior to the Expiration Date, this warrant shall be deemed tohave been automatically exercised on the Expiration Date by “cashless”conversion pursuant to Section 1.2.

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## 4.2           Legends.  This warrant and the Shares shall beimprinted with a legend in substantially the following form:

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THIS SECURITY HAS NOTBEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BESOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATIONTHEREOF UNDER SUCH ACT OR PURSUANT TO RULE 144 OR AN OPINION OF COUNSELREASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATIONIS NOT REQUIRED.

 

## 4.3           Compliance with Securities Laws onTransfer.  This warrant and theShares issuable upon exercise of this warrant may not be transferred or assignedin whole or in part without compliance with applicable federal and statesecurities laws by the transferor and the transferee (including, withoutlimitation, the delivery of investment representation letters and legalopinions reasonably satisfactory to the Company).  The Company shall not require Holder toprovide an opinion of counsel if the transfer is to an affiliate of Holder or,unless the Company determines after consultation with its counsel regarding applicablesecurities laws in effect at the time of such transfer, an opinion of counselis necessary, if there is no material question as to the availability ofcurrent information as referenced in Rule 144(c), Holder represents that it hascomplied with Rule 144(d) and (e) in reasonable detail, the selling brokerrepresents that it has complied with Rule 144(f), and the Company is providedwith a copy of Holder’s notice of proposed sale.

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## 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 uponexercise of this warrant by giving the Company notice of the portion of thewarrant being transferred setting forth the name, address and taxpayeridentification number of the transferee and surrendering this warrant to theCompany for reissuance to the transferee(s) (and Holder, if applicable); *provided, however*, that Holder may transfer all orpart of this warrant to its affiliates, including, without limitation, ComericaIncorporated, at any time without notice to the

 

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## Company, and suchaffiliate shall then be entitled to all the rights of Holder under this warrantand any related agreements, and the Company shall cooperate fully in ensuringthat any shares issued upon exercise of this warrant is issued in the name of theaffiliate 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 respectivepermitted successors and assigns. Unless the Company is filing financialinformation with the SEC pursuant to the Securities Exchange Act of 1934, theCompany shall have the right to refuse to transfer any portion of this warrantto any person who directly competes with the Company.

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

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Comerica Bank

Attn:  WarrantAdministrator

500 Woodward Avenue, 32nd Floor, MC 3379

Detroit, MI 48226

 

## 4.6           Amendments.  This warrant and any term hereof may bechanged, waived, discharged or terminated only by an instrument in writingsigned by the party against which enforcement of such change, waiver, dischargeor termination is sought.

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

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## 4.8           Governing Law.  This warrant shall be governed by andconstrued in accordance with the laws of the State of Israel, without givingeffect 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 toBorrow or an authorized signer(s) under a resolution covering warrants mustsign the warrant.

 

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APPENDIX 1

 

NOTICE OF EXERCISE

 

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

 

1.             The undersigned hereby elects toconvert the attached warrant into shares in the manner specified in thewarrant.  This conversion is exercisedwith respect to               of the shares covered by the warrant.

** **

**[Strikeparagraph that does not apply.]**

 

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

 

Comerica Bank

Attn:  WarrantAdministrator

500 Woodward Avenue, 32nd Floor, MC 3379

Detroit, MI 48226

 

3.             The undersigned represents it isacquiring the shares solely for its own account and not as a nominee for anyother party and not with a view toward the resale or distribution thereofexcept in compliance with applicable securities laws.

 
| **COMERICA BANK**or Registered  Assignee |   |   |
|------------------------------------------|--------|--------|
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| (Date)                                   |   |   |

 

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