Exhibit 10.5
[FORM OF ADDITIONAL 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:
(Calculated pursuant to §2(a) hereof)
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, including, but not limited to the
satisfaction of the condition set forth in Section 2(a) hereof, 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), fully paid
nonassessable shares, in such amount as calculated pursuant to §2(a) hereof, 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.
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