exv4w5



 




Exhibit 4.5



     THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THESE
SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE,
SOLD, PLEDGED, ASSIGNED OR OTHERWISE DISPOSED OF, AND NO TRANSFER OF THE
SECURITIES WILL BE MADE BY THE COMPANY OR ITS TRANSFER AGENT IN THE ABSENCE OF
SUCH REGISTRATION OR AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY
THAT SUCH REGISTRATION IS NOT REQUIRED.


Warrant No.: _____________



WARRANT FOR PURCHASE OF SHARES OF

COMMON STOCK OF

NET4MUSIC INC.



     For
value received,
                                                            , or his, her or its registered assigns (the
“Holder”), is entitled to purchase from Net4Music Inc., a Minnesota corporation
(the “Company”), at any time prior to
                              , 2005 (the “Expiration
Time”)
                               duly authorized, fully paid and nonassessable shares of the Company’s
Common Stock (such class of stock being hereinafter referred to as the “Common
Stock” and such Common Stock as may be acquired upon exercise hereof being
hereinafter referred to as the “Warrant Stock”), at a price of $0.66 per share.


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


     1. The rights represented by this Warrant may be exercised by the Holder,
in whole or in part (but not as to a fractional share of Common Stock), by
written notice of exercise (in the form attached hereto) delivered to the
Company prior to the Expiration Time accompanied by the surrender of this
Warrant (properly endorsed if required) at the principal office of the Company
and upon delivery of payment to the Company prior to the Expiration Time, by
cash, certified check or bank draft, of the exercise price for such shares.
The Company agrees that the Warrant Stock so purchased shall be and is deemed
to be issued as of the close of business on the date on which this Warrant
shall have been surrendered and payment made for such Warrant Stock as
aforesaid. Certificates for the shares of Warrant Stock so purchased shall be
delivered to the Holder within a reasonable time not exceeding 15 days after
the rights represented by this Warrant shall have been so exercised, and,
unless this Warrant has expired, a new Warrant representing the number of
shares of Warrant Stock, if any, with respect to which this Warrant has not
been exercised shall also be delivered to the Holder within such time.
Notwithstanding the foregoing, the Company shall not be required to deliver any
certificates for shares of Warrant Stock, except in accordance with the
provisions and subject to the limitations of Paragraph 5 below.


 






 


     2.     The Company covenants and agrees that all shares of Warrant Stock that
may be issued upon the exercise of this Warrant will, upon issuance, be duly
authorized and issued, fully paid and nonassessable and free from all taxes,
liens and charges with respect to the issuance thereof. The Company further
covenants and agrees that until expiration of this Warrant, the Company will at
all times have authorized, and reserved for the purpose of issuance or transfer
upon exercise of this Warrant, a sufficient number of shares of Common Stock to
provide for the full exercise of this Warrant.


     3.     The foregoing provisions are subject to the following:



		
	 	     (a) The Warrant exercise price shall be subject to adjustment from
time to time as hereinafter provided. Upon each adjustment of the
Warrant exercise price, the holder of this Warrant shall thereafter be
entitled to purchase, at the Warrant exercise price resulting from such
adjustment, the number of shares obtained by multiplying the Warrant
exercise price in effect immediately prior to such adjustment by the
number of shares purchasable pursuant hereto immediately prior to such
adjustment and dividing the product thereof by the Warrant exercise price
resulting from such adjustment.
	 
	 	     (b) In case the Company shall at any time subdivide the outstanding
Common Stock into a greater number of shares or declare a dividend
payable in Common Stock, the Warrant exercise price in effect immediately
prior to such subdivision shall be proportionately reduced, and
conversely, in case the outstanding Common Stock shall be combined into a
smaller number of shares, the Warrant exercise price in effect
immediately prior to such combination shall be proportionately increased.
	 
	 	     (c) If any capital reorganization or reclassification of the capital
stock of the Company, or consolidation or merger of the Company with
another corporation, or the sale of all or substantially all of it’s the
Company’s assets to another corporation shall be effected in such a way
that holders of Common Stock shall be entitled to receive stock,
securities or assets (“substituted property”) with respect to or in
exchange for such Common Stock, then, as a condition of such
reorganization, reclassification, consolidation, merger or sale, the
Holder shall have the right to purchase and receive upon the basis and
upon the terms and conditions specified in this Warrant and in lieu of
the Common Stock of the Company immediately theretofore purchasable and
receivable upon the exercise of the rights represented hereby, such
substituted property as would have been issued or delivered to the Holder
if the Holder had exercised this Warrant and had received upon exercise
of this Warrant the Common Stock prior to such reorganization,
reclassification, consolidation, merger or sale. The Company shall not
effect any such consolidation, merger or sale, unless prior to the
consummation thereof the successor corporation (if other than the
Company) resulting from such consolidation or merger or the corporation
purchasing such assets shall assume by written instrument executed and
mailed to the Holder at the last address of the Holder appearing on the
books of the Company, the obligation to deliver to the Holder such shares
of stock, securities or assets as, in accordance with the foregoing
provisions, the Holder may be entitled to purchase.



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	 	     (d) Upon any adjustment of the Warrant exercise price, the Company
shall give written notice thereof, by first-class mail, postage prepaid,
addressed to the Holder at the address of the Holder as shown on the
books of the Company, which notice shall state the Warrant exercise price
resulting from such adjustment and the increase or decrease, if any, in
the number of shares purchasable at such price upon the exercise of this
Warrant, setting forth in reasonable detail the method of calculation and
the facts upon which such calculation is based.



     4.     This Warrant shall not entitle the Holder to any voting rights or other
rights as a shareholder of the Company, until exercised.


     5.     The Holder, by acceptance hereof, represents and warrants that (a) the
Holder is acquiring this Warrant for the Holder’s own account for investment
purposes only and not with a view to its resale or distribution and (b) the
Holder has no present intention to resell or otherwise dispose of all or any
part of this Warrant. Other than pursuant to registration under federal and
state securities laws, an exemption from such registration, the availability of
which the Company shall determine in its reasonable discretion, or an opinion
of counsel reasonably acceptable to the Company that such registration is not
required, (y) the Company will not accept the exercise of this Warrant or issue
certificates for shares of Warrant Stock and (z) neither this Warrant nor any
shares of Warrant Stock may be sold, pledged, assigned or otherwise disposed of
(whether voluntarily or involuntarily). The Company may condition such
issuance or sale, pledge, assignment or other disposition on the receipt from
the party to whom this Warrant is to be so transferred or to whom Warrant Stock
is to be issued or so transferred of any representations and agreements
requested by the Company in order to permit such issuance or transfer to be
made pursuant to exemptions from registration under federal and applicable
state securities laws. Each certificate representing the Warrant (or any part
thereof) and any shares of Warrant Stock shall be stamped with appropriate
legends setting forth these restrictions on transferability. The Holder, by
acceptance hereof, agrees to give written notice to the Company before
exercising or transferring this Warrant or transferring any shares of Warrant
Stock of the Holder’s intention to do so, describing briefly the manner of any
proposed exercise or transfer. Within thirty (30) days after receiving such
written notice, the Company shall notify the Holder as to whether such exercise
or transfer may be effected.


     6.     This Warrant shall be transferable only on the books of the Company by
the Holder in person, or by duly authorized attorney, on surrender of the
Warrant, properly assigned.


     7.     Neither this Warrant nor any term hereof may be changed, waived,
discharged or terminated orally but only by an instrument in writing signed by
the party against which enforcement of the change, waiver, discharge or
termination is sought.


     8. (a) The Holder of this Warrant shall have the right to require the
Company to convert this Warrant (the “Conversion Right”) at any time after it
is exercisable, but prior to its expiration into shares of Company Common Stock
as provided for in this Section 8. Upon exercise of the Conversion Right, the
Company shall deliver to the Holder (without payment by the Holder of any
Warrant Exercise Price) that number of shares of Company Common Stock equal to
the quotient obtained by dividing (x) the value of the Warrant at the time the
Conversion Right is exercised (determined by subtracting the aggregate Warrant
Exercise Price for the Warrant Shares


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in effect immediately prior to the exercise of the Conversion Right from the
aggregate Fair Market Value (as defined below) for the Warrant Shares
immediately prior to the exercise of the Conversion Right) by (y) the Fair
Market Value of one share of Company Common Stock immediately prior to the
exercise of the Conversion Right.



		
	 	     (b) The Conversion Right may be exercised by the Holder, at any
time or from time to time after it is exercisable, prior to its
expiration, on any business day by delivering a written notice in the
form attached hereto (the “Conversion Notice”) to the Company at the
offices of the Company exercising the Conversion Right and specifying (i)
the total number of shares of Stock the Holder will purchase pursuant to
such conversion and (ii) a place and date not less than one or more than
20 business days from the date of the Conversion Notice for the closing
of such purchase.
	 
	 	     (c) At any closing under Section 9(b) hereof, (i) the Holder will
surrender the Warrant and (ii) the Company will deliver to the Holder a
certificate or certificates for the number of shares of Company Common
stock issuable upon such conversion, together with cash, in lieu of any
fraction of a share, and (iii) the Company will deliver to the Holder a
new warrant representing the number of shares, if any, with respect to
which the warrant shall not have been exercised.
	 
	 	     (d) “Fair Market Value” means, with respect to the Company’s Common
Stock, as of any date:




		
	 	     (i) if the principal market for the Common Stock is a national
securities exchange or the Nasdaq Stock Market, the reported
closing sale price of the Common Stock on such exchange or the
Nasdaq Stock Market as of such date (or, if no shares were traded
on such day, as of the next preceding day on which there was such a
trade); or
	 
	 	     (ii) if sale prices are not available or if the principal
market for the Common Stock is not a national securities exchange
and the Common Stock is not quoted on the Nasdaq Stock Market, the
average between the closing bid and asked prices as of such date,
as so reported by the OTC Bulletin Board, the National Quotation
Bureau, Inc. or other comparable reporting service; or
	 
	 	     (iii) if paragraphs (i) and (ii) above are otherwise
inapplicable, such price as the Company’s Board of Directors
determines in good faith in the exercise of its reasonable
discretion.



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     IN WITNESS WHEREOF, Net4Music Inc. has caused this Warrant to be signed by
its duly authorized officer and this Warrant to be dated
                              ,
2001.



	 	 
	 	NET4MUSIC INC
	 
	 	By



Its






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To: Net4Music Inc.




NOTICE OF EXERCISE OF WARRANT
To
Be
Executed by the Registered Holder in

Order to Exercise the Warrant


The undersigned hereby irrevocably elects to exercise the attached Warrant to
purchase for cash,
                         
of the shares issuable upon the exercise
of such Warrant, and requests that certificates for such shares (together with
a new Warrant to purchase the number of shares, if any, with respect to which
this Warrant is not exercised) shall be issued in the name of



	 	 
	 	

(Print Name)



Please insert social security

or other identifying number

of registered holder of

certificate (                              )



	 	 
	 	Address:


 








	 	 	 	 	 
	Date:                                         ,
20     
	 	 	 	

Signature*



*The signature on the Notice of Exercise of Warrant must correspond to the name
as written upon the face of the Warrant in every particular without alteration
or enlargement or any change whatsoever. When signing on behalf of a
corporation, partnership, trust or other entity, PLEASE indicate your
position(s) and title(s) with such entity.


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ASSIGNMENT FORM


To be signed only upon authorized transfer of Warrants.


     FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers
unto
                                                            
the right to purchase
the securities of Net4Music Inc. to which the within Warrant relates and
appoints                               , attorney, to transfer said right on the books of
Net4Music Inc. with full power of substitution in the premises.



	 	 	 
	Dated:
                                        ,
20                	 	


(Signature)
	 
	 	 	
Address:


 



	 
	 	 	
     
	 
	 	 	
     



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CASHLESS EXERCISE FORM

(To be executed upon exercise of Warrant

pursuant to Section 8)


TO: NET4MUSIC INC.


     The undersigned hereby irrevocably elects a cashless exercise of the right
of purchase represented by the within Warrant Certificate for, and to purchase
thereunder,
                                   
shares of Common Stock, as provided for in Section 8
therein.


     Please issue a certificate or certificates for such Common Stock in the
name of, and pay any cash greater than $1.00 for any fractional share to:



		
	 	Name
                                                                   

              (Please print name)
	 
	 	Address                                                              

	 
	 	       
                                                                      
	 
	 	Social Security No                                               



And if said number of shares shall not be all the shares purchasable under the
within Warrant Certificate, a new Warrant Certificate is to be issued in the
name of said undersigned for the balance remaining of the shares purchasable
thereunder rounded up to the next higher number of shares.


     Signature                                                              




     NOTE: The above signature should correspond exactly with the name on the
first page of this Warrant Certificate or with the name of the assignee
appearing in the preceding assignment form.



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