EXHIBIT 4.0
FORM OF WARRANT
COMMON STOCK PURCHASE WARRANT
ONE ECOMMERCE CORPORATION
(A NEVADA CORPORATION)
Dated: ____________, 1999
THIS CERTIFIES THAT ______________ (hereinafter called the "Holder") will
in the future during the period hereinafter specified, upon fulfillment of the
conditions and subject to the terms hereinafter set forth, be entitled to
purchase from One eCommerce Corporation, a Nevada corporation (the "Company"),
shares (the "Shares") of the Company's common stock, par value $.001 per share
("Common Stock"), at an exercise price equal to 200% of the price of the Common
Stock on the effective date of the Company's Registration Statement relating to
the issuance of the Common Stock and the Warrants (the "Exercise Price"), on the
basis of one share for each warrant (the "Warrant") indicated on the face
hereof.
1. Commencing with the issuance of this certificate and ending on the
date three years later, unless extended by the Company in its sole discretion
("Expiration Date"), the Holder shall have the right to purchase the Shares
hereunder at the Exercise Price. After the Expiration Date, the Holder shall
have no right to purchase any Shares hereunder and this Warrant shall expire
thereon effective at 5:00 p.m., Austin, Texas time.
2. The rights represented by this Warrant may be exercised at any time
within the period above specified, in whole or in part, by (i) the surrender of
this Warrant (with the purchase form at the end hereof properly executed) at the
principal executive office of the Company (or such other office or agency of the
Company as it may designate by notice in writing to the Holder at the address of
the Holder appearing on the books of the Company); (ii) payment to the Company
of the Exercise Price then in effect for the number of Shares specified in the
above-mentioned purchase form together with applicable stock transfer taxes, if
any; and (iii) delivery to the Company, if the Company so requires, of a duly
executed agreement signed by the Holder to the effect that such person agrees to
be bound by all provisions hereof. This Warrant shall be deemed to have been
exercised, in whole or in part to the extent specified, immediately prior to the
close of business on the date this Warrant is surrendered and payment is made in
accordance with the foregoing provisions of this Paragraph 2, and the person or
persons in whose name or names the certificates for Shares shall be issuable
upon such exercise shall become the holder or holders of record of such Shares
at that time and date. The certificates for the Shares so purchased shall be
delivered to the Holder within a reasonable time after the rights represented by
this Warrant shall have been exercised.
3. This Warrant may not be exercised or sold, transferred, assigned, or
otherwise disposed of at any time by the Holder unless the transaction is
registered under the Securities Act of 1933, as amended (the "Act") or, in the
opinion of the Company (which may in its discretion require the Holder to
furnish it with an opinion of counsel in form and substance satisfactory to it),
such exercise, sale, transfer, assignment or other disposition does not require
registration under the Act and a valid exemption is available under applicable
federal and state securities
laws. Any permitted transfer or assignment shall be effected by the Holder
(i) completing and executing the form of assignment at the end hereof and
(ii) surrendering this Warrant with such duly completed and executed
assignment form for cancellation, accompanied by funds sufficient to pay any
transfer tax, at the principal executive office of the Company, accompanied
by a written representation from each such assignee addressed to the Company
stating that such assignee agrees to be bound by the terms of this Warrant;
whereupon the Company shall issue, in the name or names specified by the
Holder (including the Holder) a new Warrant or Warrants of like tenor with
appropriate legends restricting transfer under the Act and representing in
the aggregate rights to purchase the same number of Shares as are purchasable
hereunder.
4. The Company covenants and agrees that all Xxxxxx purchased hereunder
will, upon issuance, be duly and validly issued, fully paid and non-assessable
and no personal liability will attach to the Holder thereof. The Company
further covenants and agrees that during the period within which this Warrant
may be exercised, the Company will at all times have authorized and reserved a
sufficient number of shares of Common Stock to provide for the exercise of this
Warrant.
5. This Warrant shall not entitle the Holder to any voting rights or
other rights as a stockholder of the Company, either at law or in equity, and
the rights of the Holder are limited to those expressed in this Warrant and are
not enforceable against the Company except to the extent set forth herein.
6. In the event that the Company shall at any time subdivide or combine
into a greater or lesser number the number of outstanding shares of Common
Stock, the number of Shares purchasable upon exercise of the Warrant shall be
proportionately increased and the Exercise Price proportionally decreased in the
case of subdivision or, in the case of combination, the number of Shares
purchasable upon the exercise of the Warrant shall be proportionately decreased
and the Exercise Price proportionately increased. Irrespective of any
adjustments in the Exercise Price or the number of Shares purchasable upon
exercise of the Warrant, the Warrant theretofore or thereafter issued may
continue to express the same price and number and kind of Shares as are stated
in the Warrant initially issued.
7. The Warrants represented by this certificate are subject to redemption
by the Company at $.01 per Warrant, at any time after the date hereof, upon
thirty days notice if the closing bid price of the Company's Common Stock equals
or exceeds 300% of the exercise price hereof for ten consecutive trading days at
any time prior to notice of redemption. The terms of the redemption and other
terms of these Warrants are set forth in a Warrant Agreement between the Company
and its Warrant Agent, which agreement shall control the terms and conditions of
this Warrant.
8. This Warrant Certificate does not constitute an offer to sell, nor
does it confer any right to purchase securities of the Company until such time
as the conditions precedent to its exercisability have been fulfilled.
9. This Warrant shall be governed by and be in accordance with the laws
of the State of Nevada and may not be amended other than by written instrument
executed by the parties
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hereto except as provided in the Warrant Agreement between the Company and
the Warrant Agent.
IN WITNESS WHEREOF, One eCommerce Corporation has caused this Warrant to be
signed by its duly authorized officers.
ONE ECOMMERCE CORPORATION
By:
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Xxxxx X. Xxxxxxx
Chief Executive Officer
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PURCHASE FORM
(To be signed only upon exercise of Warrant)
The undersigned, the Holder of the foregoing Warrant, hereby irrevocably
elects to exercise the purchase rights represented by such Warrant for, and to
purchase thereunder, Shares of the Common Stock of One eCommerce Corporation,
and herewith makes payment of $__________ therefore, and requests that the share
certificates be issued in the name(s) of, and delivered to_____________________
_________________________________________________________ whose address(es)
is (are) ______________________________________________________________________
_______________________________________________________________________________
______________________________________________________________________________.
Dated:
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(Signature)
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Name (Print or Type)
Address:
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TRANSFER FORM
(To be signed only upon transfer of the Warrant)
For value received, the undersigned hereby assigns and transfers unto
_____________________________________________ the right to purchase shares of
the Common Stock of One eCommerce Corporation represented by the foregoing
Warrant to the extent of________ Shares, and appoints
___________________________, attorney to transfer such rights on the books of
_____________________________________________, with full power of substitution
in the premises.
Dated:
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(Signature)
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Name (Print or Type)
Address:
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