BID PRICE OR LAST
TRADE
10
PRICE, RESPECTIVELY, IS REPORTED FOR SUCH SECURITY BY BLOOMBERG, THE AVERAGE OF
THE BID PRICES, OR THE ASK PRICES, RESPECTIVELY, OF ANY MARKET MAKERS FOR SUCH
SECURITY AS REPORTED IN THE "PINK SHEETS" BY PINK SHEETS LLC (FORMERLY THE
NATIONAL QUOTATION BUREAU, INC.).
IF THE CLOSING BID PRICE OR THE CLOSING SALE
PRICE CANNOT BE CALCULATED FOR A SECURITY ON A PARTICULAR DATE ON ANY OF THE
FOREGOING BASES, THE CLOSING BID PRICE OR THE CLOSING SALE PRICE, AS THE CASE
MAY BE, OF SUCH SECURITY ON SUCH DATE SHALL BE THE FAIR MARKET VALUE AS MUTUALLY
DETERMINED BY THE COMPANY AND THE HOLDER.
IF THE COMPANY AND THE HOLDER ARE
UNABLE TO AGREE UPON THE FAIR MARKET VALUE OF SUCH SECURITY, THEN SUCH DISPUTE
SHALL BE RESOLVED PURSUANT TO SECTION 12.
ALL SUCH DETERMINATIONS TO BE
APPROPRIATELY ADJUSTED FOR ANY STOCK DIVIDEND, STOCK SPLIT, STOCK COMBINATION OR
OTHER SIMILAR TRANSACTION DURING THE APPLICABLE CALCULATION PERIOD.
(E)
"COMMON STOCK" MEANS (I) THE COMPANY'S COMMON STOCK, PAR VALUE
$.001 PER SHARE, AND (II) ANY CAPITAL STOCK INTO WHICH SUCH COMMON STOCK SHALL
HAVE BEEN CHANGED OR ANY CAPITAL STOCK RESULTING FROM A RECLASSIFICATION OF SUCH
COMMON STOCK.
(F)
"CONVERTIBLE SECURITIES" MEANS ANY STOCK OR SECURITIES (OTHER
THAN OPTIONS) DIRECTLY OR INDIRECTLY CONVERTIBLE INTO OR EXERCISABLE OR
EXCHANGEABLE FOR COMMON STOCK.
(G)
"EXPIRATION DATE" MEANS THE DATE TWO HUNDRED AND TEN DAYS AFTER
THE CLOSING DATE (AS DEFINED IN THE SECURITIES PURCHASE AGREEMENT) OR, IF SUCH
DATE FALLS ON A DAY OTHER THAN A BUSINESS DAY OR ON WHICH TRADING DOES NOT TAKE
PLACE ON THE PRINCIPAL MARKET (A "HOLIDAY"), THE NEXT DATE THAT IS NOT A
HOLIDAY.
(H)
"OPTIONS" MEANS ANY RIGHTS, WARRANTS OR OPTIONS TO SUBSCRIBE FOR
OR PURCHASE COMMON STOCK OR CONVERTIBLE SECURITIES.
(I)
"PERSON" MEANS AN INDIVIDUAL, A LIMITED LIABILITY COMPANY, A
PARTNERSHIP, A JOINT VENTURE, A CORPORATION, A TRUST, AN UNINCORPORATED
ORGANIZATION, ANY OTHER ENTITY AND A GOVERNMENT OR ANY DEPARTMENT OR AGENCY
THEREOF.
(J)
"REGISTRATION RIGHTS AGREEMENT" MEANS THAT CERTAIN REGISTRATION
RIGHTS AGREEMENT BY AND AMONG THE COMPANY AND THE PURCHASERS.
(K)
"SPA SECURITIES" MEANS THE SERIES A CONVERTIBLE PREFERRED STOCK OF
THE COMPANY ISSUED PURSUANT TO THE SECURITIES PURCHASE AGREEMENT.
[Signature Page Follows]
11
IN WITNESS WHEREOF, the Company has caused this Warrant to Purchase Common Stock
to be duly executed as of the Issuance Date set out above.
ARTEMIS INTERNATIONAL
SOLUTIONS CORPORATION
By:
Name:
Title:
12
EXHIBIT A
EXERCISE NOTICE
TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS
WARRANT TO PURCHASE COMMON STOCK
ARTEMIS INTERNATIONAL SOLUTIONS CORPORATION
The undersigned holder hereby exercises the right to purchase
of
the shares of Common Stock ("Warrant Shares") of Artemis International Solutions
Corporation, a Delaware corporation (the "Company"), evidenced by the attached
Warrant to Purchase Common Stock (the "Warrant").
Capitalized terms used herein
and not otherwise defined shall have the respective meanings set forth in the
Warrant.
1.
Form of Exercise Price.
The Holder intends that payment