Exhibit 10.4
[FORM OF WARRANT]
NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE
NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE
SECURITIES LAWS.
THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED
OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR
THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE
STATE SECURITIES LAWS, OR (B) AN OPINION OF COUNSEL, IN A FORM REASONABLY
ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR
(II) UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT.
NOTWITHSTANDING THE
FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN
ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.
ARTEMIS INTERNATIONAL SOLUTIONS CORPORATION
WARRANT TO PURCHASE COMMON STOCK
Warrant No.:
Number of Shares:
(1)
Date of Issuance: June
, 2004 ("Issuance Date")
Artemis International Solutions Corporation, a Delaware corporation (the
"Company"), hereby certifies that, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged,
[
], the registered holder hereof or
its permitted assigns (the "Holder"), is entitled, subject to the terms set
forth below, to purchase from the Company, at the Exercise Price (as defined
below) then in effect, upon surrender of this Warrant to Purchase Common Stock
(including all Warrants to Purchase Common Stock issued in exchange, transfer or
replacement hereof, the "Warrant"), at any time or times on or after the date
hereof, but not after 11:59 P.M., New York Time, on the Expiration Date (as
defined below), [
(
)(2)] fully paid nonassessable
shares of Common Stock (as defined below) (the "Warrant Shares").
Except as
otherwise defined herein, capitalized terms in this Warrant shall have the
meanings set forth in Section 15.
This Warrant is one of the Warrants to
Purchase Common Stock (the "SPA Warrants") issued pursuant to Section 1 of that
certain Securities Purchase Agreement, dated as of June
, 2004 (the
"Subscription Date"), among the Company and the buyers (the "Purchasers")
referred to therein (the "Securities Purchase Agreement").
(1)
Insert number of shares equal to investment
amount divided by the purchase price times 10%.
(2)
Same as above.
1.
EXERCISE OF WARRANT.
(A)
MECHANICS OF EXERCISE.
SUBJECT TO THE
TERMS AND CONDITIONS HEREOF, THIS WARRANT MAY BE EXERCISED BY THE HOLDER ON ANY
DAY, IN WHOLE OR IN PART, BY (I) DELIVERY OF A WRITTEN NOTICE, IN THE FORM
ATTACHED HERETO AS EXHIBIT A (THE "EXERCISE NOTICE"), OF THE HOLDER'S ELECTION
TO EXERCISE THIS WARRANT AND (II) (A) PAYMENT TO THE COMPANY OF AN AMOUNT EQUAL
TO THE APPLICABLE EXERCISE PRICE MULTIPLIED BY THE NUMBER OF WARRANT SHARES AS
TO WHICH THIS WARRANT IS BEING EXERCISED (THE "AGGREGATE EXERCISE PRICE") IN
CASH OR BY WIRE TRANSFER OF IMMEDIATELY AVAILABLE FUNDS OR (B) BY NOTIFYING THE
COMPANY THAT THIS WARRANT IS BEING EXERCISED PURSUANT TO A CASHLESS EXERCISE