EXHIBIT 10-100
NEITHER
THIS WARRANT NOR THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”) OR REGISTERED OR QUALIFIED UNDER ANY
STATE SECURITIES LAWS IN RELIANCE UPON AN EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT PURSUANT TO
REGULATION D AND SUCH STATE SECURITIES LAWS. NEITHER THIS WARRANT
NOR THE SHARES ISSUABLE UPON EXERCISE HEREOF MAY BE SOLD, OR
TRANSFERRED UNTIL (i) A REGISTRATION STATEMENT UNDER THE
SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE
BECOME EFFECTIVE WITH REGARD THERETO, OR (ii) IN THE OPINION
OF COUNSEL, ACCEPTABLE TO THE COMPANY, REGISTRATION OR
QUALIFICATION UNDER THE SECURITIES ACT OR SUCH APPLICABLE STATE
SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED
OFFER, SALE OR TRANSFER.
THE
SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN
RESTRICTIONS AS SET FORTH IN A COMMON STOCK AND WARRANT AGREEMENT
BETWEEN THE COMPANY AND THE SHAREHOLDER DATED AS OF
, 20___ A COPY OF WHICH IS AVAILABLE UPON THE REQUEST OF THE
REGISTERED HOLDER HEREOF TO THE SECRETARY OF THE COMPANY.
STOCK PURCHASE WARRANT
Certificate No:
To
Purchase
Shares of Common Stock of
Sedona
Corporation
THIS CERTIFIES that, for value
received,
hereinafter set forth, at any time on or after the date hereof (the
“Initial Exercise Date”) and on or prior to the close
of business on
, 20___ (the “Termination Date”) but not thereafter, to
subscribe for and purchase from Sedona Corporation, a corporation
incorporated in the State of Pennsylvania (the
“Company”), up to
shares (the “Warrant Shares”) of Common Stock, $0.001
par value, of the Company (the “Common Stock”) at a
purchase price of (the “Exercise Price”)
$ per share. The Exercise Price and the number of shares
for which the Warrant is exercisable shall be subject to adjustment
as provided herein.
1.
Title to Warrant . Prior to the Termination Date and subject
to compliance with applicable laws, this Warrant and all rights
hereunder are transferable, in whole or in part, upon the written
consent of the Company and pursuant to the terms of the Purchase
Agreement, by the holder hereof in person or by duly authorized
attorney, upon surrender of this Warrant to the Company together
with the Assignment Form annexed hereto properly endorsed.
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2.
Authorization of Shares . The Company covenants that all
shares of Common Stock which may be issued upon the exercise of
this Warrant will, upon due and proper exercise of by this Warrant,
be duly authorized, validly issued, fully paid and nonassessable
and free from all taxes, liens and charges in respect of the issue
thereof (other than any taxes in respect of any transfer occurring
contemporaneously with such issue).
3.
Exercise of Warrant .
(a) Except
as provided in Section 4 herein, exercise of the purchase
rights represented by this Warrant shall be made by the surrender
of this Warrant and the Notice of Exercise Form annexed hereto duly
executed, at the office of the Company and upon payment of the
Exercise Price of the shares thereby purchased by wire transfer or
cashier’s check drawn on a United States bank. The holder of
this Warrant shall be entitled to receive a certificate for the
number of shares of Common Stock so purchased. Certificates for
shares purchased hereunder shall be delivered to the holder hereof
within five (5) Trading Days after the date on which this
Warrant shall have been exercised as aforesaid. This Warrant shall
be deemed to have been exercised and such certificate or
certificates shall be deemed to have been issued, and Holder or any
other person so designated to be named therein shall be deemed to
have become a holder of record of such shares for all purposes, as
of the date the Warrant has been exercised by payment to the
Company of the Exercise Price and all taxes required to be paid by
Holder, if any, pursuant to Section 5 prior to the issuance of
such shares, have been paid.
(b) If
this Warrant shall have been exercised in part, the Company shall,
at the time of delivery of the certificate or certificates
representing Warrant Shares, deliver to Holder a new Warrant
evidencing the rights of Holder to purchase the unpurchased shares
of Common Stock under this Warrant, which new Warrant shall in all
other respects be identical with this Warrant.
(c) Each
certificate representing Warrant Shares shall bear a legend
substantially in the following form:
THE SECURITIES
EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR REGISTERED OR QUALIFIED UNDER ANY STATE SECURITIES
LAWS AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS.
NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY
BE OFFERED, SOLD OR TRANSFERRED UNTIL (i) A REGISTRATION
STATEMENT UNDER THE SECURITIES ACT AND SUCH APPLICABLE STATE
SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR
(ii) IN THE OPINION OF COUNSEL, ACCEPTABLE TO THE COMPANY,
REGISTRATION OR QUALIFICATION UNDER THE SECURITIES ACT OR SUCH
APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH
SUCH PROPOSED OFFER, SALE OR TRANSFER.
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THE SECURITIES
EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS
AS SET FORTH IN A COMMON STOCK AND WARRANT AGREEMENT BETWEEN THE
COMPANY AND THE SHAREHOLDER DATED AS OF
, 20___ A COPY OF WHICH IS AVAILABLE UPON THE REQUEST OF THE
REGISTERED HOLDER HEREOF TO THE SECRETARY OF THE COMPANY.
The
foregoing legend shall be removed from the certificates
representing the Warrant Shares, at the request of the Holder, at
such time as they become eligible for resale pursuant to Rule
144(k) under the Securities Act or at such time as the Holder shall
have obtained an opinion of counsel, reasonably acceptable to the
Company, to the effect that the Warrant Shares proposed to be
disposed of may lawfully be so disposed of without registration,
qualification or legend.
4.
Restrictions. The Warrant Shares may not be transferred
until the earlier of the following (i) registration of the
Shares is completed or (ii)
, 20_.
No
Fractional Shares or Scrip . No fractional shares or scrip
representing fractional shares shall be issued upon the exercise of
this Warrant. As to any fraction of a share which Holder would
otherwise be entitled to purchase upon such exercise, the Company
shall pay a cash adjustment in respect of such final fraction in an
amount equal to the Exercise Price.
5.
Charges, Taxes, etc. Issuance of certificates for shares of
Common Stock upon the exercise of this Warrant shall be made
without charge to the holder hereof for any issue other incidental
expense in respect of the issuance of such certificate, which shall
be paid by the Company, and such certificates shall be issued in
the name of the holder of this Warrant or in such name or names as
may be directed by the holder of this Warrant; provided, however,
that in the event certificates for shares of Common Stock are to be
issued in a name other than the name of the holder of this Warrant,
this Warrant when surrendered for exercise shall be accompanied by
the Assignment Form attached hereto duly executed by the holder
hereof; and the Company may require, as a condition thereto, the
payment of a sum sufficient to reimburse it for any transfer tax
incidental thereto.
6.
Transfer, Division and Combination .
(a) Subject
to compliance with any applicable securities laws, transfer of this
Warrant and all rights hereunder, in whole or in part, shall be
registered on the books of the Company to be maintained for such
purpose, upon surrender of this Warrant at the principal office of
the Company, together with a written assignment of this Warrant
substantially in the form attached hereto duly executed by Holder
or its agent or attorney and funds sufficient to pay any transfer
taxes payable upon the making of such transfer. Upon such surrender
and, if required, such payment, the Company shall execute and
deliver a new Warrant or Warrants in the name of the assignee or
assignees and in the denomination or denominations specified in
such instrument of assignment, and shall issue to the assignor a
new Warrant evidencing the
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portion
of this Warrant not so assigned, and this Warrant shall promptly be
cancelled. A Warrant, if properly assigned, may be exercised by a
new holder for the purchase of shares of Common Stock without
having a new Warrant issued.
(b) This
Warrant may be divided or combined with other Warrants upon
presentation hereof at the aforesaid office of the Company,
together with a written notice specifying the names and
denominations in which new Warrants are to be issued, signed by
Holder or its agent or attorney. Subject to compliance with
Section 6(a), as to any transfer which may be involved in such
division or combination, the Company shall execute and deliver a
new Warrant or Warrants in exchange for the Warrant or Warrants to
be divided or combined in accordance with such notice.
(c) The
Company shall prepare, issue and deliver at its own expense (other
than transfer taxes) the new Warrant or Warrants under this
Section 6.
(d) The
Company agrees to maintain, at its aforesaid office, books for the
registration and the registration of transfer of the
Warrants.
7.
No Rights as Shareholder until Exercise . This Warrant does
not entitle the holder hereof to any voting rights or other rights
as a shareholder of the Company prior to the exercise hereof.
8.
Loss, Theft, Destruction or Mutilation of Warrant . The
Company covenants that upon receipt by the Company of evidence
reasonably satisfactory to it of the loss, theft, destruction or
mutilation of this Warrant certificate or any stock certificate
relating to the Warrant Shares, and in case of loss, theft or
destruction, of indemnity or security reasonably satisfactory to it
(which may include the posting of any bond), and upon surrender and
cancellation of such Warrant or stock certificate, if mutilated,
the Company will make and deliver a new Warrant or stock
certificate of like tenor and dated as of such cancellation, in
lieu of such Warrant or stock certificate.
9.
Saturdays, Sundays, Holidays, etc . If the last or appointed
day for the taking of any action or the expiration of any right
required or granted herein shall be a Saturday, Sunday or a legal
holiday, then such action may be taken or such right may be
exercised on the next succeeding day not a Saturday, Sunday or
legal holiday.
10.
Adjustments of Exercise Price and Number of Warrant Shares
.
(a)
Stock Splits, etc. The number and kind of securities
purchasable upon the exercise of this Warrant and the Exercise
Price shall be subject to adjustment from t
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