THE REGISTERED HOLDER OF THIS PURCHASE OPTION BY ITS ACCEPTANCE HEREOF, AGREES
THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION EXCEPT AS HEREIN
PROVIDED.
VOID AFTER 5:00 P.M. EASTERN TIME,___________, 2001.
PURCHASE OPTION
FOR THE PURCHASE OF
SHARES OF COMMON STOCK
AND
REDEEMABLE COMMON STOCK PURCHASE WARRANTS
OF
OBJECTSOFT CORPORATION
(A DELAWARE CORPORATION)
1. Purchase Option.
THIS CERTIFIES THAT, in consideration of $100 duly paid by or on
behalf of RENAISSANCE FINANCIAL SECURITIES CORPORATION ("Holder"), as registered
owner of this Purchase Option, to OBJECTSOFT CORPORATION ("Company"), Holder is
entitled, at any time or from time to time at or after one year from the date
hereof ("Commencement Date"), and at or before 5:00 p.m., Eastern
Time,_____________, 2001 ("Expiration Date"), but not thereafter, to subscribe
for, purchase and receive, in whole or in part, __________ Units.
This Purchase Option is issued pursuant to an Underwriting Agreement
dated ______________, 1996 between the Company and the Underwriters, for whom
Renaissance Financial Securities Corporation ("Renaissance") is acting as
Representative in connection with a public offering through the Underwriters
(the "Public Offering") of (i) 1,250,000 Units (the "Units") each Unit
consisting of one share of Common Stock, par value $.0001 (the "Common Stock")
and one redeemable Class A warrant (the "Warrants"), and (ii) pursuant to the
Representative's over-allotment option (the "Over-allotment Option"), an
additional 187,500 Units. The Warrants will be issued pursuant to, and subject
to the terms and conditions set forth in, an agreement between the Company, the
Underwriters and Continental Stock Transfer & Trust Company (the "Warrant
Agreement").
This Purchase Option is initially exercisable at $ _____ per Unit
(ie. 160% of the initial public offering price) ;provided, however, that upon
the occurrence of any of the events specified in Section 6 hereof, the rights
granted by this Purchase Option, including the exercise price and the number of
Units to be received upon such exercise, shall be adjusted as therein specified.
The term "Exercise Price" shall mean the initial exercise price or the adjusted
exercise price of a Unit. Each Unit shall be identical to the Units that have
been registered for sale to the public (the "Public Units") pursuant to the
Company's Registration Statement on Form SB-2 (File No. 333-10519), as declared
effective by the Securities and Exchange Commission on ____________ , 1996 (the
"Registration Statement"), and the Warrants included in the Units shall be
identical to the warrants included in the Public Units. The Units and the
constituent shares of Common Stock and Warrants are sometimes collectively
referred to herein as the "Securities." If the Expiration Date is a day on which
banking institutions are authorized by law to close, then this Purchase Option
may be exercised on the next succeeding day which is not such a day in
accordance with the terms herein.
2. Exercise.
2.1 Exercise Form. In order to exercise this Purchase Option, the
exercise form attached hereto must be duly executed and completed and delivered
to the Company, together with this Purchase Option and payment of the Exercise
Price, together with applicable stock transfer taxes, if any, and delivery to
the Company of a duly executed agreement signed by the person(s) designated in
the purchase form to the effect that such person(s) agree(s) to be bound by the
provisions of Section 5 hereof. This Purchase Option 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 Purchase Option is surrendered and
payment is made in accordance with the foregoing provisions of this Section 2.1,
and the person or persons in whose name or names the certificates for the
Securities shall be issuable upon such exercise shall become the holder or
holders of record of such Common Stock and Warrants at that time and date in
cash or by certified check or official bank check for the Units being purchased.
If the subscription rights represented hereby shall not be exercised at or
before 5:00 p.m., Eastern time, on the Expiration Date this Purchase Option
shall become and be void without further force or effect, and all rights
represented hereby shall cease and expire.
2.2 Legend. Unless registered under the Act, each certificate for
Securities purchased under this Purchase Option shall bear a legend as follows
unless such Securities have been registered under the Securities Act of 1933:
"The securities represented by this certificate have not
been registered under the Securities Act of 1933 ("Act")
or applicable state law. The securities may not be offered
for sale, sold or otherwise transferred except pursuant to
an effective registration statement under the Act, or
pursuant to an exemption from registration under the Act
and applicable state law."
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3. Transfer.
3.1 General Restrictions. The registered Holder of this Purchase
Option, by its acceptance hereof, agrees that it will not sell, transfer or
assign or hypothecate this Purchase Option prior to __________________, 1997 to
anyone other than an officer of such Holder for the entire term of the purchase
option subject to compliance with, or exemption from applicable securities laws.
In order to make any permitted assignment, the Holder must deliver to the
Company the assignment form attached hereto duly executed and completed,
together with the Purchase Option and payment of all transfer taxes, if any,
payable in connection therewith. The Company shall immediately transfer this
Purchase Option on the books of the Company and shall execute and deliver a new
Purchase Option or Purchase Options of like tenor to the appropriate assignee(s)
expressly evidencing the right to purchase the aggregate number of Units
purchasable hereunder or such portion of such number as shall be contemplated by
any such assignment.
3.2 Restrictions Imposed by the Act. This Purchase Option and the
Securities underlying this Purchase Option shall not be transferred unless and
until (i) the Company has received the opinion of counsel for the Holder
reasonably satisfactory to the Company that this Purchase Option or the
Securities, as the case may be, may be transferred pursuant to an exemption from
registration under the Act and applicable state law, the availability of which
is established to the reasonable satisfaction of the Company (the Company hereby
agreeing that the opinion of Xxxxxxxxx & Xxxxx shall be deemed satisfactory
evidence of the availability of an exemption), or (ii) a registration statement
relating to such Purchase Option or Securities, as the case may be, has been
declared effective by the Securities and Exchange Commission and compliance with
applicable state law.
4. New Purchase Options to be Issued.
4.1 Partial Exercise or Transfer. Subject to the restrictions in
Section 3 hereof, this Purchase Option may be exercised or assigned in whole or
in part. In the event of the exercise or assignment hereof in part only, upon
surrender of this Purchase Option for cancellation, together with the duly
executed exercise or assignment form and funds sufficient to pay any Exercise
Price and/or transfer tax, the Company shall cause to be delivered to the Holder
without charge a new Purchase Option of like tenor to this Purchase Option in
the name of the Holder evidencing the right of the Holder to purchase the
aggregate number of Units purchasable hereunder to which this Purchase Option
has not been exercised or assigned.
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4.2 Lost Certificate. Upon receipt by the Company of evidence
satisfactory to it of the loss, theft, destruction or mutilation of this
Purchase Option and of reasonably satisfactory indemnification and payment of
all related expenses, the Company shall execute and deliver a new Purchase
Option of like tenor and date. Any such new Purchase Option executed and
delivered as a result of such loss, theft, mutilation or destruction shall
constitute a substitute contractual obligation on the part of the Company.
5. Registration Rights.
5.1 If any 51% holder (as defined below) shall give notice to the
Company at any time during the four-year period beginning one year from
___________ , 1996 (other than a time when the holders of the Securities or the
shares of Common Stock issuable upon exercise of the Warrants (the "Warrant
Shares," collectively with the Securities, the "Registrable Securities") are
already covered for sale or resale by an effective and current registration
statement that permits the method of distribution desired by the holders
thereof) to the effect that such Holder desires to register under the Act any
Registrable Securities, under such circumstances that a public distribution
(within the meaning of the Act) of any such Registrable Securities will be
involved (and the Registration Statement or any new registration statement under
which such Registrable Securities are registered shall have ceased to be
effective or the Prospectus contained therein shall have ceased to be current),
then the Company will as promptly as practicable after receipt of such notice,
but not later than 30 days after receipt of such notice, at the Company's
option, file a post effective amendment to the current Registration Statement or
a new registration statement pursuant to the Act to the end that the Registrable
Securities may be publicly sold under the Act as promptly as practicable
thereafter and the Company will use its best efforts to cause such registration
to become and remain effective as provided herein (including the taking of such
steps as are reasonably necessary to obtain the removal of any stop order);
provided, that such 51% holder shall furnish the Company with appropriate
information in connection therewith as the Company may reasonably request; and
provided, further, that the Company shall not be required to file such a
post-effective amendment or registration statement pursuant to this Section 5.1
on more than two occasions; and provided, further, that the registration rights
of the 51% holder under this Section 5.1 shall be subject to the "piggyback"
registration rights of other holders of securities of the Company to include
such securities in any registration statement or post-effective amendment filed
pursuant to this Section 5.1. The Company will use its best efforts to maintain
such registration statement or post-effective amendment current under the Act
for a period of at least 120 days from the effective date thereof. The Company
shall supply prospectuses in order to facilitate the public sale of the
Registrable Securities, use its best efforts to register and qualify any of the
Registrable Securities for sale in up to 10 states that such holder reasonably
designates and furnish indemnification in the manner provided in Section 5.5.1
hereof, provided that, without limiting the foregoing, the Company shall not be
obligated to execute or file any general consent to service of process or to
qualify as a foreign corporation to do business under the laws of any such
jurisdiction.
5.2 The Holder may, in accordance with Section 5.1, at his/her/its
option, and subject to the limitations set forth in Section 1) hereof, request
the registration of any of the Registrable Securities in a filing made by the
Company prior to the acquisition of the Securities upon exercise of this
Purchase Option. The Holder may thereafter exercise this Purchase Option at any
time or from time to time subsequent to the effectiveness under the Act of the
registration statement which relates to the Common Stock underlying the Purchase
Option and Warrants included therein.
5.3 The term "51% holder," as used in this Section 5, shall include
any owner or combination of owners of the Purchase Option or Registrable
Securities of the aggregate number of shares of Common Stock and Warrant Shares
included in and underlying the Purchase Option and Registrable Securities held
of record by it or them, would constitute a majority of the aggregate of such
shares of
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Common Stock and Warrant Shares underlying the Purchase Option and Registrable
Securities as of the date of the initial issuance of the Purchase Option.
5.4 The following provisions of this Section 5 shall also be
applicable:
5.4.1 Within ten (10) days after receiving any notice
pursuant to Section 5.1, the Company shall give notice to the other Holders of
the Purchase Option or Registrable Securities, advising that the Company is
proceeding with such post-effective amendment or registration and offering to
include therein the Registrable Securities of such other Holders, provided that
they shall furnish the Company with all information in connection therewith as
shall be necessary or appropriate and as the Company shall reasonably request in
writing. Following the effective date of such post-effective amendment or
registration statement, the Company shall, upon the request of any Holder of
Registrable Securities, forthwith supply such number of prospectuses meeting the
requirements of the Act, as shall be reasonably requested by such Xxxxxx. The
Company shall use its best efforts to qualify the Registrable Securities for
sale in up to 10 states as the 51% holder shall reasonably designate at such
times as the registration statement is effective under the Act; provided, that,
without limiting the foregoing, the Company shall not be obligated to execute or
file any general consent to service of process or to qualify as a foreign
corporation to do business under the laws of any such jurisdiction.
5.4.2 The Company shall comply with the one request for
registration made by the 51% holder pursuant to Section 5.1 hereof at the
Company's own expense and without charge to any holder of the Registrable
Securities, but the expenses of registration pursuant to the second request, if
any, for registration pursuant to Section 5.2 shall be borne by the Company and
the Holders of Registrable Securities included therein in proportion to the
aggregate offering prices of the securities being offered by the Company
included therein and the aggregate offering price of the Registrable Securities
included therein. Notwithstanding the foregoing, any Holder whose Registrable
Securities are included in any such registration statement pursuant to this
Section 5 shall, however, bear the fees of any counsel retained by such Holder
and any transfer taxes or underwriting discounts or commissions applicable to
the Registrable Securities sold by such Holder pursuant thereto.
5.4.3 Notwithstanding anything to the contrary contained
herein, the Company shall have the right at any time after it shall have given
written notice pursuant to Section 5.1 (irrespective of whether a written
request for inclusion of any Registrable Securities shall have been made) to
elect not to file or to delay any such proposed registration statement or post
effective amendment thereto, or to withdraw the same after the filing but prior
to the effective date thereof. In addition, the Company may delay the filing of
any registration statement or post effective amendment requested pursuant to
Section 5.1 hereof by not more than 120 days if the Company, prior to the time
it would otherwise have been required to file such registration statement or
post-effective amendment thereto, determines in good faith that the filing of
the registration statement would require the disclosure of non-public material
information that, in its judgment, would be detrimental to the Company if so
disclosed or would otherwise adversely affect a financing, acquisition,
disposition, merger or other material transaction.
5.5 General Terms.
5.5.1 Indemnification. The Company shall indemnify the
Holder(s) of the Registrable Securities to be sold pursuant to the Registration
Statement hereunder and each person, if any, who controls such Holders within
the meaning of Section 15 of the Act or Section 20(a) of the Securities Exchange
Act of 1934 ("Exchange Act"), against all loss, claim, damage, expense or
liability (including all reasonable attorneys' fees and other expenses
reasonably incurred in investigating, preparing or defending against any claim
whatsoever) to which any of them may become subject under the Act, the Exchange
Act or otherwise, arising from such registration statement but only to the same
extent and with the same
-5-
effect as the provisions pursuant to which the Company has agreed to indemnify
the Underwriter contained in Section 5 of the Underwriting Agreement between the
Underwriters and the Company, dated the Effective Date. The Holder(s) of the
Registrable Securities to be sold pursuant to such registration statement, and
their successors and assigns, shall severally, and not jointly, indemnify the
Company, against all loss, claim, damage, expense or liability (including all
reasonable attorneys' fees and other expenses reasonably incurred in
investigating, preparing or defending against any claim whatsoever) to which
they may become subject under the Act, the Exchange Act or otherwise, arising
from information furnished by or on behalf of such Holders, or their successors
or assigns, in writing, for specific inclusion in such registration statement to
the same extent and with the same effect as the provisions contained in Section
5 of the Underwriting Agreement pursuant to which the Underwriters have agreed
to indemnify the Company.
5.5.2 Exercise of Warrants. Nothing contained in this
Purchase Option shall be construed as requiring the Holder(s) to exercise their
Purchase Options or Warrants prior to or after the initial filing of any
registration statement or the effectiveness thereof.
5.5.3 Documents to be Delivered by Xxxxxx(s). Each of the
Holder(s) participating in any of the foregoing offerings shall furnish to the
Company a completed and executed questionnaire provided by the Company
requesting information customarily sought of selling securityholders.
6. Adjustments.
6.1 Adjustments to Exercise Price and Number of Securities. The
Exercise Price and the number of shares of Common Stock underlying the Purchase
Option shall be subject to adjustment from time to time as hereinafter set
forth:
6.1.1 Stock Dividends-Recapitalization, Reclassification,
Split-Ups. If after the date hereof, and subject to the provisions of Section
6.3 below, the number of outstanding shares of Common Stock is increased by a
stock dividend payable in shares of Common Stock or by a split-up,
recapitalization or reclassification of shares of Common Stock or other similar
event, the, on the effect date thereof, the number of shares of Common Stock
issuable on exercise of the Purchase Option shall be increased in proportion to
such increase in outstanding shares.
6.1.2 Aggregation of Shares. If after the date hereof, and
subject to the provisions of ection 6.3, the number of outstanding shares of
Common Stock is decreased by a consolidation, combination or reclassification of
shares of Common Stock or other similar event, then, upon the effective date
thereof, the number of shares of Common Stock issuable on exercise of the
Purchase Option shall be decreased in proportion to such decrease in outstanding
shares.
6.1.3 Adjustments in Exercise Price. Whenever the number
of shares of Common Stock purchasable upon the exercise of the Purchase Option
is adjusted, as provided in this Section 6.1, the Exercise Price shall be
adjusted (to the nearest cent) by multiplying such Exercise Price immediately
prior to such adjustment by a fraction (x) the numerator of which shall be the
number of shares of Common Stock purchasable upon the exercise of this Purchase
Option immediately prior to such adjustment, and (y) the denominator of which
shall be the number of shares of Common Stock so purchasable immediately
thereafter.
6.1.4 Replacement of Securities upon Reorganization, etc.
In case of any reclassification or reorganization of the outstanding shares of
Common Stock other than a change covered by Section 6.1.1. hereof or which
solely affects the par value of such shares of Common Stock, or in the case of
any
-6-
merger or consolidation of the Company with or into another corporation (other
than a consolidation or merger in which the Company is the continuing
corporation and which does not result in any reclassification or reorganization
of the outstanding shares of Common Stock), or in the case of any sale or
conveyance to another corporation or entity of the property of the Company as an
entirety or substantially as an entirety in connection with which the Company is
dissolved, the Holder of this Purchase Option shall have the right thereafter
(until the expiration of the right of exercise of this Purchase Option) to
receive upon the exercise hereof, for the same aggregate Exercise Price payable
hereunder immediately prior to such event, the kind and amount of shares of
stock or other securities or property (including cash) receivable upon such
reclassification, reorganization, merger or consolidation, or upon a dissolution
following any such sale or other transfer, by a Holder of the number of shares
of Common Stock of the Company obtainable upon exercise of this Purchase Option
immediately prior to such event; and if any reclassification also results in a
change in shares of Common Stock covered by Section 6.1.1, then such adjustment
shall be made pursuant to Sections 6.1.1, 6.1.3 and this Section 6.1.4. The
provisions of this Section 6.1.4 shall similarly apply to successive
reclassifications, reorganizations, mergers or consolidations, sales or other
transfers.
6.1.5 Changes in Form of Purchase Option. This form of
Purchase Option need not be changed because of any change pursuant to this
Section, and Purchase Options issued after such change may state the same
Exercise Price and the same number of shares of Common Stock and Warrants as are
stated in the Purchase Options initially issued pursuant to this Agreement. The
acceptance by any Holder of the issuance of new Purchase Options reflecting a
required or permissive change shall not be deemed to waive any rights to a prior
adjustment or the computation thereof.
6.1.6 Changes in Underlying Warrants. The Company agrees
that the Warrants are governed by the terms of the Company's Warrant Agreement,
dated ___________, 1996, including the anti-dilution provisions contained
therein.
6.2 [Intentionally Omitted]
6.3 Elimination of Fractional Interests. The Company shall not be
required to issue certificates representing fractions of shares of Common Stock
or fractional Warrants upon the exercise or transfer of the Purchase Option, nor
shall it be required to issue scrip or pay cash in lieu of any fractional
interests, it being the intent of the parties that all fractional interests
shall be eliminated by rounding any fraction up or down to the nearest whole
number of Warrants, shares of Common Stock or other securities, properties or
rights.
7. Reservation and Listing. The Company shall at all times reserve and
keep available out of its authorized shares of Common Stock, solely for the
purpose of issuance upon exercise of the Purchase Options or the Warrants, such
number of shares of Common Stock or other securities, properties or rights as
shall be issuable upon the exercise thereof. The Company covenants and agrees
that, upon exercise of the Purchase Options and payment of the Exercise Price
therefor, all shares of Common Stock and other securities issuable upon such
exercise shall be duly and validly issued, fully paid and non-assessable and not
subject to preemptive rights of any stockholder. The Company further covenants
and agrees that upon exercise of the Warrants underlying the Purchase Options
and payment of the respective Warrant exercise price therefor, all shares of
Common Stock and other securities issuable upon such exercises shall be duly and
validly issued, fully paid and non-assessable and not subject to preemptive
rights of any stockholder. As long as the Purchase Options shall be outstanding,
the Company shall use its best efforts to cause (i) shares of Common Stock
issuable upon exercise of the Purchase Options and the Warrants, and (ii) the
Warrants underlying the Purchase Options to be listed (subject to official
notice of issuance) on all
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securities exchange (or, if applicable on Nasdaq) on which the Common Stock or
the Public Warrants issued to the public in connection herewith are then listed
and/or quoted.
8. Certain Notice Requirements.
8.1 Holder's Right to Receive Notice. Nothing herein shall be
construed as conferring upon the Holders the right to vote or consent or to
receive notice as a stockholder for the election of directors or any other
matter, or as having any rights whatsoever as a stockholder of the Company. If,
however, at any time prior to the expiration of the Purchase Options and their
exercise, any of the events described in Section 8.2 shall occur, then, in one
or more of said events, the Company shall given written notice of such event at
least fifteen days prior to the date fixed as a record date or the date of
closing the transfer books for the determination of the stockholders entitled to
such dividend, distribution, conversion or exchange of securities or
subscription rights, or entitled to vote on such proposed dissolution,
liquidation, winding up or sale. Such notice shall specify such record date or
the date of the closing of the transfer books, as the case may be.
8.2 Events Requiring Notice. The Company shall be required to give
the notice described in this Section 8 upon one or more of the following events:
(i) if the Company shall take a record of the holders of its shares of Common
Stock for the purpose of entitling them to receive a dividend or distribution
payable otherwise than in cash, or a cash dividend or distribution payable
otherwise than out of retained earnings, as indicated by the accounting
treatment of such dividend or distribution on the books of the Company, or (ii)
the Company shall offer to all the holders of its Common Stock any additional
shares of capital stock of the Company or securities convertible into or
exchangeable for shares of capital stock of the Company, or any option, right or
warrant to subscribe therefor, or (iii) a dissolution, liquidation or winding up
of the Company (other than in connection with a consolidation or merger) or a
sale of all or substantially all of its property, assets and business shall be
proposed.
8.3 Notice of Change in Exercise Price. The Company shall, promptly
after an event requiring a change in the Exercise Price pursuant to Section 6
hereof, send notice to the Holders of such event and change ("Price Notice").
The Price Notice shall describe the event causing the change and the method of
calculating same and shall be certified as being true and accurate by the
Company's President and Chief Financial Officer.
8.4 Transmittal of Notices. All notices, requests, consents and other
communications under this Purchase Option shall be in writing and shall be
deemed to have been duly made on the date of delivery if delivered personally or
sent by overnight courier, with acknowledgement of receipt to the party to which
notice is given, by registered or certified mail, return receipt requested,
postage prepaid and properly addressed as follows: (i) if to the registered
Holder of the Purchase Option, to the address of such Holder as shown on the
books of the Company, or (ii) if to the Company, to its principal executive
office.
9. Miscellaneous.
9.1 Amendments. The Company and the Underwriter may from time to time
supplement or amend this Purchase Option without the approval of any of the
Holders in order to cure any ambiguity, to correct or supplement any provision
contained herein which may be defective or inconsistent with any other
provisions herein, or to make any other provisions in regard to matters or
questions arising hereunder which the Company and the Representative may deem
necessary or desirable and which the Company and the Representative deem shall
not adversely affect the interest of the Holders. All other modifications or
amendments shall require the written consent of the party against whom
enforcement of the modification or amendment is sought.
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9.2 Headings. The headings contained herein are for the sole purpose
of convenience of reference, and shall not in any way limit or affect the
meaning or interpretation of any of the terms or provisions of this Purchase
Option.
9.3 Entire Agreement. This Purchase Option (together with the other
agreements and documents being delivered pursuant to or in connection with this
Purchase Option) constitutes the entire agreement of the parties hereto with
respect to the subject matter hereof, and supersedes all prior agreements and
understandings of the parties, oral and written, with respect to the subject
matter hereof.
9.4 Binding Effect. This Purchase Option shall inure solely to the
benefit of and shall be binding upon, the Holder and the Company and their
respective successors, legal representatives and assigns, and no other person
shall have or be construed to have any legal or equitable right, remedy or claim
under or in respect of or by virtue of this Purchase Option or any provisions
herein contained.
9.5 Governing Law; Submission to Jurisdiction. This Purchase Option
shall be governed by and construed and enforced in accordance with the laws of
the State of New York, without giving effect to conflict of laws. The Company
hereby agrees that any action, proceeding or claim against it arising out of, or
relating in any way to this Purchase Option shall be brought and enforced in the
courts of the State of New York or of the United States of America for the
Southern District of New York, and irrevocably submits to such jurisdiction,
which jurisdiction shall be exclusive. The Company hereby waives any objection
to such exclusive jurisdiction and that such courts represent an inconvenient
forum. Any process or summons to be served upon the Company may be served by
transmitting a copy thereof by registered or certified mail, return receipt
requested, postage prepaid, addressed to it at the address set forth in Section
8 hereof. Such mailing shall be deemed personal service and shall be legal and
binding upon the Company in any action, proceeding or claim. The Company agrees
that the prevailing party(ies) in any such action shall be entitled to recover
from the other party(ies) all of its reasonable attorneys' fees and expenses
relating to such action or proceeding and/or incurred in connection with the
preparation therefor.
9.6 Waiver, Etc. The failure of the Company or the Holder to at any
time enforce any of the provisions of this Purchase Option shall not be deemed
or construed to be a waiver of any such provision, nor to in any way affect the
validity of this Purchase Option or any provision hereof or the right of the
Company or any Holder to thereafter enforce each and every provision of this
Purchase Option. No waiver of any breach, non-compliance or non-fulfillment of
any of the provisions of this Purchase Option shall be effective unless set
forth in a written instrument executed by the party or parties against whom or
which enforcement of such waiver is sought; and no waiver of any such breach,
non-compliance or non-fulfillment shall be construed or deemed to be a waiver of
any other or subsequent breach, non-compliance or non-fulfillment.
9.7 Execution in Counterparts. This Purchase Option may be executed
in one or more counterparts, and by the different parties hereto in separate
counterparts, each of which shall be deemed to be an original, but all of which
taken together shall constitute one and the same agreement, and shall become
effective when one or more counterparts has been signed by each of the parties
hereto and delivered to each of the parties hereto.
IN WITNESS WHEREOF, the Company has caused this Purchase Option to be
signed by its duly authorized officer as of the ______ day of _______________,
1996.
OBJECTSOFT CORPORATION
By: /s/ Xxxxx X. X. Xxxxx
-----------------------------
Name: Xxxxx X. X. Xxxxx
Title: Chairman of the Board
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Form to be used to exercise Purchase Option:
ObjectSoft Corporation
Continental Plaza, Building 0
000 Xxxxxxxxxx Xxxxxx
Xxxxxxxxxx, X.X. 07601
Date:
The undersigned hereby elects irrevocably to exercise the within
Purchase Option and to purchase Units, consisting of ________ shares of Common
Stock and _________ Warrants to purchase ________ shares of Common Stock of
ObjectSoft Corporation and hereby makes $ ____________ at the rate of $ ________
per Unit in payment of the Exercise Price pursuant thereto. Please issue the
Common Stock and Warrants as to which this Purchase Option is exercised in
accordance with the instructions given below.
---------------------------
Signature
-----------------------------
Signature Guaranteed
NOTICE: THE SIGNATURE TO THIS FORM MUST CORRESPOND WITH THE NAME AS
WRITTEN UPON THE FACE OF THE WITHIN PURCHASE OPTION IN EVERY PARTICULAR WITHOUT
ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND MUST BE GUARANTEED BY
BANK, OTHER THAN A SAVINGS BANK, OR BY A TRUST COMPANY OR BY A FIRM HAVING
MEMBERSHIP ON A REGISTERED NATIONAL SECURITIES EXCHANGE.
INSTRUCTIONS FOR REGISTRATION OF SECURITIES
NAME
------------------------------------------------------------
(PRINT IN BLOCK LETTERS)
ADDRESS
------------------------------------------------------------
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Form to be used to assign Purchase Option:
ASSIGNMENT
(TO BE EXECUTED BY THE REGISTERED HOLDER TO EFFECT A TRANSFER OF THE
WITHIN PURCHASE OPTION):
FOR VALUE RECEIVED,_____________________________________ DOES HEREBY
SELL, ASSIGN AND TRANSFER UNTO ___________________________ THE RIGHT TO PURCHASE
_________ UNITS OF OBJECTSOFT CORPORATION ("COMPANY") EVIDENCED BY THE WITHIN
PURCHASE OPTION AND DOES HEREBY AUTHORIZE THE COMPANY TO TRANSFER SUCH RIGHT ON
THE BOOKS OF THE COMPANY.
DATED:___________________
_______________________________
SIGNATURE
NOTICE: THE SIGNATURE TO THIS FORM MUST CORRESPOND WITH THE NAME AS
WRITTEN UPON THE FACE OF THE WITHIN PURCHASE OPTION IN EVERY PARTICULAR WITHOUT
ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER.
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