WARRANT AGREEMENT
Warrant Agreement (the "Agreement"), dated as of this 12th day of
November, 1999, by and among eB2B Commerce, Inc., a Delaware corporation
("eCom"), and Dynamic Web Enterprises, Inc., a New Jersey corporation (the
"Company").
W I T N E S S E T H
WHEREAS, the Company desires to issue to eCom, and eCom desires to receive
from the Company, warrants to purchase shares of the Company's Common Stock on
the terms and conditions set forth in this Agreement in consideration of the
execution and delivery by eCom of a "Loan Agreement" dated as of the date hereof
between the parties (the "Loan Agreement").
NOW THEREFORE, in consideration of the premises and the mutual agreements
hereinafter set forth and for the purpose of defining the terms and provisions
of the Warrants and the certificates representing the Warrants and the
respective rights and obligations thereunder of the Company and eCom, the
parties hereto agree as follows:
1 Definitions. As used herein, the following terms shall have the following
meanings, unless the context shall otherwise require:
1.1 "Common Stock" shall mean stock of the Company of any class, whether
now or hereafter authorized, which has the right to participate in the
distributions of earnings and assets of the Company without limit as to amount
or percentage, which at the date hereof consists of 50,000,000 authorized shares
of Common Stock, $.0001 par value.
1.2 "Exercise Date" shall mean, as to the Warrants, the date on which the
Company shall have received both (a) the Warrant Certificate representing such
Warrant, with the exercise form thereon duly executed by the Holder thereof or
its attorney duly authorized in writing, and (b) payment in cash, or by official
bank or certified check made payable to the Company, of an amount in lawful
money of the United States of America equal to the Exercise Price.
1.3 "Exercise Price" shall mean the purchase price to be paid upon
exercise of each Warrant in accordance with the terms hereof, which price shall
be $2.00 per share subject to adjustment from time to time pursuant to the
provisions of Section 8 hereof.
1.4 "Holder" shall mean eB2B Commerce, Inc.
1.5 "Initial Warrant Exercise Date" shall mean the date hereof.
1.6 "Loan Agreement" shall mean a certain Loan Agreement executed between
eCom and the Company on November 12, 1999, which provides that eCom will make a
series of loans to the Company.
1.7 "Transfer Agent" shall mean American Stock Transfer & Trust Company,
as the Company's transfer agent, or its authorized successor, as such.
1.8 "Warrant Expiration Date" shall mean 5:00 P.M. (New York time) on the
120th day from the Initial Warrant Exercise Date, provided however that in the
event eCom terminates the Letter Agreement, then all the Warrants will be
forfeited by eCom as of the date
of such event. Upon notice to Holder, the Company shall have the right to extend
the Warrant Expiration Date.
1.9 "Warrant Shares" shall mean the shares of Common Stock deliverable
upon exercise of the Warrants, as adjusted from time to time.
2 Warrants And Issuance of Warrant Certificates.
2.1 As additional consideration for the Loan Agreement by eCom, subject to
the terms and conditions of this Agreement, the Company agrees to issue to eCom,
the following: (i) upon the execution of the Letter Agreement, warrants to
purchase 2,500,000 shares of the Company's Common Stock, and (ii) upon the
execution of the Definitive Agreement, warrants to purchase an additional
5,000,000 shares of the Company's Common Stock ("Warrants") having an exercise
price of $2.00 per share, which amount shall be subject to adjustments as
provided herein, at any time prior to the Warrant Expiration Date (the "Warrant
Shares"). The Warrants shall be substantially in the form attached hereto as
Exhibit A. It is understood and agreed that the consideration for the Company's
issuance of the Warrants to eCom shall be eCom's entering into the Loan
Agreement with the Company; eCom will not be required to pay any issuance price
or other amount to the Company or to any other person or entity in connection
with the Company's issuance of the Warrants to eCom; provided, however, that in
order to exercise the Warrants, in whole or in part, eCom will be required to
pay the exercise prices set forth herein (except as otherwise provided herein).
2.2 From time to time, up to the Warrant Expiration Date, the Company
shall execute and delivery Warrant Certificates in required whole number
denominations to the persons entitled thereto in connection with any transfer or
exchange permitted under this Agreement; provided that no Warrant Certificate
shall be issued except (i) those initially issued hereunder, (ii) those issued
on or after the Initial Warrant Certificate, to evidence any unexercised
Warrants held by Holder (iii) those issued upon any transfer or exchange
pursuant to Section 6: (iv) those issued in replacement of lost, stolen,
destroyed or mutilated Warrant Certificates pursuant to Section 7; and (v) at
the option of the Company, in such form as may be approved by its Board of
Directors, to reflect (a) any adjustment or change in the Exercise Price for the
number of shares of Common Stock purchasable upon exercise of the Warrants, made
pursuant to Section 8 hereof and (b) other modifications approved by the Holder
in accordance with Section 14 hereof.
3 Form And Execution of Warrant Certificates.
3.1 The Warrant Certificates shall be substantially in the form annexed
hereto as Exhibit A (the provisions of which are hereby incorporated herein) and
may have such letters, numbers or other marks of identification or designation
and such legends, summaries or endorsements printed, lithographed, engraved or
typed thereon as the Company may deem appropriate and as are not inconsistent
with the provisions of this Agreement, or as may be required to comply with any
law or with any rule or regulation made pursuant thereto or with any rule or
regulation of any stock exchange on which the Warrants may be listed, or to
conform to usage. The Warrant Certificates shall be dated the date of issuance
thereof (whether upon initial issuance, transfer, exchange or in lieu of
mutilated, lost, stolen, or destroyed Warrant Certificates) and issued in
registered form. Warrants shall be numbered serially with the letters PW.
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3.2 Warrant Certificates shall be executed on behalf of the Company by its
Chairman of the Board, Chief Executive Officer, President or any Vice President
and by its Secretary or an Assistant Secretary, by manual signatures or by
facsimile signatures printed thereon, and shall have imprinted thereon a
facsimile of the Company's seal. In case any officer of the Company who shall
have signed any of the Warrant Certificates shall cease to be such officer of
the Company before the date of issuance of the Warrant Certificates and issue
and delivery thereof, such Warrant Certificates may nevertheless be issued and
delivered with the same force and effect as though the person who signed such
Warrant Certificates had not ceased to be such officer of the Company. After
execution by the Company, Warrant Certificates shall be delivered by the Company
to eCom.
4 Exercise.
4.1 eCom is entitled to exercise the Warrants, in whole or in part,
provided however, that in the event eCom exercises part of the Warrants, eCom
must exercise the Warrants in increments of 2,500,000 Warrants, at any time on
or after the Initial Exercise Date, but not after the Warrant Expiration Date,
upon the terms and subject to the conditions set forth herein and in the
applicable Warrant Certificate. A Warrant shall be deemed to have been exercised
immediately prior to the close of business on the Exercise Date. As soon as
practicable on or after the Exercise Date, the Company shall deposit the
proceeds received from the exercise of a Warrant, and promptly after clearance
of checks received in payment of the Exercise Price pursuant to such Warrants,
cause to be issued and delivered by the Transfer Agent, to eCom, a certificate
for the securities deliverable upon such exercise (plus a certificate for any
remaining unexercised Warrants).
5 Reservation of Shares; Listing; Payment of Taxes; Etc.
5.1 The Company covenants that it will at all times reserve and keep
available out of its authorized Common Stock, solely for the purpose of issuance
upon exercise of Warrants, such number of shares of Common Stock as shall then
be issuable upon the exercise of all outstanding Warrants. The Company covenants
that all shares of Common Stock which shall be issuable upon exercise of the
Warrants and payment of the Exercise Price shall, at the time of delivery, be
duly and validly issued, fully paid, nonassessable and free from all taxes,
liens and charges with respect to the issue thereof (other than those which the
Company shall promptly pay or discharge).
5.2 The Company will use reasonable efforts to obtain appropriate
approvals or registrations under state "blue sky" securities laws with respect
to the exercise of the Warrants; provided, however, that the Company shall not
be obligated to file any general consent to service of process or qualify as a
foreign corporation in any jurisdiction. With respect to any such securities
laws, however, Warrants may not be exercised by, or shares of Common Stock
issued to eCom in any state in which such exercise would be unlawful.
5.3 The Company shall pay all documentary, stamp or similar taxes and
other governmental charges that may be imposed with respect to the issuance of
Warrants, or the issuance, or delivery of any shares upon exercise of the
Warrants; provided, however, that if the shares of Common Stock are to be
delivered in a name other than the name of eCom, then no such delivery shall be
made unless eCom has paid to the Company the amount of transfer taxes or charges
incident thereto, if any.
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6 Exchange And Registration of Transfer. Subject to the restrictions on transfer
contained in the Warrant Certificates.
6.1 The Company shall keep in its office books in which, subject to such
reasonable regulations as it may prescribe, it shall register Warrant
Certificates and the transfer thereof in accordance with its regular practice.
Upon due presentment for registration of transfer of any Warrant Certificate at
its office, the Company shall execute, issue and deliver to the transferee or
transferees a new Warrant Certificate or Certificates representing an equal
aggregate number of Warrants.
6.2 With respect to all Warrant Certificates presented for registration of
transfer, or for exchange or exercise, the subscription form on the reverse
thereof shall be duly endorsed, or be accompanied by a written instrument or
instruments of transfer and subscription, in form satisfactory to the Company,
duly executed by it or its attorney-in-fact duly authorized in writing.
6.3 The Company may require payment by such holder of a sum sufficient to
cover any tax or other governmental charge that may be imposed in connection
therewith.
6.4 All Warrant Certificates surrendered for exercise or for exchange in
case of mutilated Warrant Certificates shall be promptly canceled by the Company
and thereafter retained by the Company until termination of this Agreement or,
with the prior written consent of eCom, disposed of or destroyed.
6.5 Prior to due presentment for registration of transfer thereof, the
Company may deem and treat the Holder of Warrant Certificates as the absolute
owner thereof and of each Warrant represented thereby (notwithstanding any
notations of ownership or writing thereon made by anyone other than a duly
authorized officer of the Company) for all purposes and shall not be affected by
any notice to the contrary.
7 Loss or Mutilation. Upon receipt by the Company of evidence satisfactory to
them of the ownership of and loss, theft, destruction or mutilation of any
Warrant Certificate and (in case of loss, theft or destruction) of indemnity
satisfactory to them, and (in the case of mutilation) upon surrender and
cancellation thereof, the Company shall execute and countersign and deliver to
eCom in lieu thereof a new Warrant Certificate of like tenor representing an
equal aggregate number of Warrants. Applicants for a substitute Warrant
Certificate shall comply with such other reasonable regulations and pay such
other reasonable charges as the Company may prescribe.
8 Anti-dilution Provisions. The Exercise Price in effect at any time and the
number and kind of securities purchasable upon the exercise of the Warrants
shall be subject to adjustment from time to time upon the happening of certain
events as follows:
8.1 In case the Company shall hereafter (i) declare a dividend or make a
distribution on its outstanding shares of Common Stock in shares of Common
Stock, (ii) subdivide or reclassify its outstanding shares of Common Stock into
a greater number of shares, or (iii) combine or reclassify its outstanding
shares of Common Stock into a smaller number of shares, the Exercise Price in
effect at the time of the record date for such dividend or distribution or of
the effective date of such subdivision, combination or reclassification shall be
adjusted so that it shall equal the price determined by multiplying the Exercise
Price by a fraction, the denominator of which shall be the number of shares of
Common Stock outstanding after giving effect to such action, and the numerator
of which shall be the number
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of shares of Common Stock outstanding immediately prior to such action. Such
adjustment shall be made successively whenever any event listed above shall
occur.
8.2 Whenever the Exercise Price payable upon exercise of each Warrant is
adjusted pursuant to Section 8.1 above, the number of Shares purchasable upon
exercise of this Warrant shall simultaneously be adjusted by multiplying the
number of Shares initially issuable upon exercise of this Warrant by the
Exercise Price in effect on the date hereof and dividing the product so obtained
by the Exercise Price, as adjusted.
8.3 No adjustment in the Exercise Price shall be required unless such
adjustment would require an increase or decrease of at least five cents ($0.05)
in such price; provided, however, that any adjustments which by reason of this
Subsection (i) are not required to be made shall be carried forward and taken
into account in any subsequent adjustment required to be made hereunder. All
calculations under this Section 8 shall be made to the nearest cent or to the
nearest one-hundredth of a share, as the case may be. Anything in this Section 8
to the contrary notwithstanding, the Company shall be entitled, but shall not be
required, to make such changes in the Exercise Price, in addition to those
required by this Section 8, as it shall determine, in its sole discretion, to be
advisable in order that any dividend or distribution in shares of Common Stock,
or any subdivision, reclassification or combination of Common Stock, hereafter
made by the Company shall not result in any Federal Income tax liability to the
holders of Common Stock or securities convertible into Common Stock (including
Warrants).
8.4 Whenever the Exercise Price is adjusted, as herein provided, the
Company shall promptly but no later than ten (10) days after any request for
such an adjustment by the Holder, cause a notice setting forth the adjusted
Exercise Price and adjusted number of Shares issuable upon exercise of each
Warrant, and, if requested, information describing the transactions giving rise
to such adjustments, to be mailed to the Holder at its address appearing in the
Warrant Register, and shall cause a certified copy thereof to be mailed to its
transfer agent, if any. The Company may retain a firm of independent certified
public accountants selected by the Board of Directors (who may be the regular
accountants employed by the Company) to make any computation required by this
Section 8, and a certificate signed by such firm shall be conclusive evidence of
the correctness of such adjustment.
8.5 In the event that at any time, as a result of an adjustment made
pursuant to Subsection (a) above, the Holder of this Warrant thereafter shall
become entitled to receive any shares of the Company, other than Common Stock,
thereafter the number of such other shares so receivable upon exercise of this
Warrant shall be subject to adjustment from time to time in a manner and on
terms as nearly equivalent as practicable to the provisions with respect to the
Common Stock contained in Sections 8.1 and 8.2 above.
8.6 Irrespective of any adjustments in the Exercise Price or the number or
kind of shares purchasable upon exercise of this Warrant, Warrants theretofore
or thereafter issued may continue to express the same price and number and kind
of shares as are stated in the similar Warrants initially issuable pursuant to
this Agreement.
9 Fractional Warrants And Fractional Shares.
9.1 If the number of shares of Common Stock purchasable upon the exercise
of each Warrant is adjusted pursuant to Section 8 hereof, the Company shall
nevertheless not be required to issue fractions of shares, upon exercise of the
Warrants or otherwise, or to
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distribute certificates that evidence fractional shares. With respect to any
fraction of a share called for upon any exercise hereof, the Company shall pay
an amount in cash equal to such fraction multiplied by the current market value
of such fractional share, determined as follows:
9.1.1 If the Common Stock is listed on a national securities
exchange or admitted to unlisted trading privileges on such exchange or listed
for trading on the NASDAQ National Market System ("NMS"), the current market
value shall be the average of the last reported sale prices of the Common Stock
on such exchange for the ten (10) trading days prior to the date of exercise of
this Warrant; provided that if no such sale is made on a day within such period
or no closing sale price is quoted, that day's market value shall be the average
of the closing bid and asked prices for such day on such exchange or system; or
9.1.2 If the Common Stock is listed in the over-the-counter market
(other than on NMS) or admitted to unlisted trading privileges, the current
market value shall be the mean of the last reported bid and asked prices
reported by the National Quotation Bureau, Inc. for the ten (10) trading days
prior to the date of the exercise of this Warrant; or
9.1.3 If the Common Stock is not so listed or admitted to unlisted
trading privileges and bid and asked prices are not so reported, the current
market value shall be an amount determined in a reasonable manner by the Board
of Directors of the Company.
10 Warrant Holder Not Deemed Stockholder. The Holder shall not be entitled to
vote or to receive dividends or be deemed the holder of Common Stock that may at
any time be issuable upon exercise of such Warrants for any purpose whatsoever,
nor shall anything contained herein be construed to confer upon the Holder, as
such, any of the rights of a stockholder of the Company or any right to vote for
the election of directors or upon any matter submitted to stockholders at any
meeting thereof, or to give or withhold consent to any corporate action (whether
upon any recapitalization, issue or reclassification of stock, change of par
value or change of stock to no par value, consolidation, merger or conveyance or
otherwise), or to receive notice of meetings, or to receive dividends or
subscription rights, until such Holder shall have exercised such Warrants and
been issued shares of Common Stock in accordance with the provisions hereof.
11 Rights of Action. All rights of action with respect to this Agreement are
vested in the Holder, and the Holder, may, on its own behalf and for its own
benefit, enforce against the Company its right to exercise its Warrants for the
purchase of shares of Common Stock in the manner provided in the Warrant
Certificate and this Agreement.
12 Agreement of Warrant Holder. The Holder, by its acceptance thereof, consents
and agrees with the Company that the Warrants are transferable only on the
registry books of the Company by the Holder thereof in person or by its attorney
duly authorized in writing and only if the Warrant Certificates representing
such Warrants are surrendered at the office of the Company, duly endorsed or
accompanied by a proper instrument of transfer satisfactory to the Company in
its sole discretion, together with payment of any applicable transfer taxes.
13 Cancellation of Warrant Certificates. If the Company shall purchase or
acquire any Warrant or Warrants, the Warrant Certificate or Warrant Certificates
evidencing the same shall thereupon be canceled by it and retired. The Company
shall also cancel Common Stock following exercise of any or all of the Warrants
represented thereby or delivered to it for transfer, splitup, combination or
exchange.
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14 Modification of Agreement. The parties hereto may by supplemental agreement
make any changes or corrections in this Agreement (i) that it shall deem
appropriate to cure any ambiguity or to correct any defective or inconsistent
provision or manifest mistake or error herein contained; (ii) to reflect an
increase in the number of Warrants which are to be governed by this Agreement
to; or (iii) that it may deem necessary or desirable
15 Notices. All notices, requests, consents and other communications hereunder
shall be in writing and shall be deemed to have been made when delivered or
mailed first class registered or certified mail, postage prepaid as follows: if
to the Holder, eB2B Commerce, Inc., 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx
00000, Att: Xxxxx X. Xxxxxxxx; if to the Company, DynamicWeb Enterprises, Inc.,
271 Route 00 Xxxx, Xxxxxxxx X, Xxxxx 000, Xxxxxxxxx, Xxx Xxxxxx 00000.
16 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York, without reference to
principles of conflict of laws.
17 Construction. The Parties have participated jointly in the negotiation and
drafting of this Agreement. In the event an ambiguity or question of intent or
interpretation arises, this Agreement shall be construed as if drafted jointly
by the Parties and no presumption or burden of proof shall arise favoring or
disfavoring any Party by virtue of the authorship of any of the provisions of
this Agreement.
18 Severability. If any provision of this Agreement is declared invalid by any
lawful tribunal, then it shall be adjusted to conform to legal requirements of
that tribunal and that modification shall automatically become a part of the
Agreement. Or, if no adjustment can be made, the provision shall be deleted as
though never included in the Agreement and the remaining provisions of the
Agreement shall remain in full force and effect.
19 Binding Effect. This Agreement shall be binding upon and inure to the benefit
of the Company (and their respective successors and assigns) and eCom. Nothing
in this Agreement is intended or shall be construed to confer upon any other
person any right, remedy or claim, in equity or at law, or to impose upon any
other person any duty, liability or obligation.
20 Termination. This Agreement shall terminate on the earlier to occur of (i)
the close of business on the Warrant Expiration Date of all the Warrants; or
(ii) the date upon which all Warrants have been exercised or redeemed.
21 Counterparts. This Agreement may be executed in several counterparts, which
taken together shall constitute a single document.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first above written.
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eB2B COMMERCE, INC.
By: /s/ Xxxxx X. Xxxxxxxx
--------------------------------
Xxxxx X. Xxxxxxxx
Chief Executive Officer
DYNAMICWEB ENTERPRISES, INC.
By: /s/ Xxxxxx X. Xxxxxxxxxx, Xx.
---------------------------------
Xxxxxx X. Xxxxxxxxxx, Xx.
Chief Executive Officer
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EXHIBIT A
THIS WARRANT AND ANY SHARES OF COMMON STOCK ISSUABLE UPON ITS EXERCISE HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED
UNTIL (1) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (THE "ACT")
SHALL HAVE BECOME EFFECTIVE WITH RESPECT THERETO, OR (2) RECEIPT BY THE ISSUER
OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER TO THE EFFECT
THAT REGISTRATION UNDER THE ACT IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED
TRANSFER NOR IS SUCH TRANSFER IN VIOLATION OF ANY APPLICABLE STATE SECURITIES
LAWS.
No. PW ____________ _________ Warrants
WARRANT CERTIFICATE FOR PURCHASE
OF COMMON STOCK
DYNAMICWEB ENTERPRISES, INC.
This certifies that FOR VALUE RECEIVED eB2B Commerce, Inc. or its
registered assigns (the "Holder" or "eCom") is the owner of the number of
Warrants ("Warrants") specified above. Each Warrant initially entitles eCom to
purchase, subject to the terms and conditions set forth in this Certificate and
the Warrant Agreement (as hereinafter defined), one fully paid and nonassessable
share of Common Stock, $.0001 par value ("Common Stock") of DynamicWeb
Enterprises, Inc., a New Jersey corporation (the "Company") at any time
commencing on the Initial Exercise Date and prior to the Expiration Date (both
as hereinafter defined), upon the presentation and surrender of this Warrant
Certificate with the Subscription Form on the reverse hereof, duly executed at
the corporate office of the Company, or its successor, accompanied by payment of
an amount equal to $2.00 for each Warrant (the "Exercise Price") in lawful money
of the United States of America in cash or by official bank or certified check
made payable to DynamicWeb Enterprises, Inc. The Company may, at its election,
reduce the Exercise Price.
This Warrant Certificate and each Warrant represented hereby are
issued pursuant to and are subject in all respects to the terms and conditions
set forth in the Warrant Agreement (the "Warrant Agreement"), dated November 12,
1999 by and among the Company and eCom.
In the event of certain contingencies provided for in the Warrant
Agreement, the Exercise Price or the number of shares of Common Stock subject to
purchase upon the exercise of each Warrant represented hereby are subject to
modification or adjustment.
Each Warrant represented hereby is exercisable at the option of the
Holder, but no fractional shares of Common Stock will be issued. eCom is
entitled to exercise the Warrants, in whole or in part, provided however, that
in the event eCom exercises part of the Warrants, eCom must exercise the
Warrants in increments of 2,500,000 Warrants, at any time on or after the
Initial Exercise Date, but not after the Warrant Expiration Date. In the case of
the exercise of less than all the Warrants represented hereby, the Company shall
cancel this Warrant Certificate upon the surrender hereof and shall execute and
deliver a new Warrant Certificate or Warrant Certificates of like tenor, which
the Company shall countersign, for the
balance of such Warrants.
The term "Initial Exercise Date" shall mean the date hereof.
The term "Expiration Date" shall on the 120th day from the Initial
Warrant Exercise Date, provided however that in the event eCom terminates the
Letter Agreement, then all the Warrants will be forfeited by eCom as of the date
of such event. Upon notice to Holder, the Company shall have the right to extend
the Warrant Expiration Date.
This Warrant Certificate is exchangeable, upon the surrender hereof
by the Holder at the corporate office of the Company, for a new Warrant
Certificate or Warrant Certificates of like tenor representing an equal
aggregate number of Warrants, each of such new Warrant Certificates to represent
such number of Warrants as shall be designated by such Holder at the time of
such surrender. Upon due presentment with any tax or other governmental charge
imposed in connection therewith, for registration of transfer of this Warrant
Certificate at such office, a new Warrant Certificate or Warrant Certificates
representing an equal aggregate number of Warrants will be issued to the
transferee in exchange therefor, subject to the limitations provided in the
Warrant Agreement.
Prior to the exercise of any Warrant represented hereby, the Holder
shall not be entitled to any of the rights of a stockholder of the Company,
including, without limitation, the right to vote or to receive dividends or
other distributions, and shall not be entitled to receive any notice of any
proceedings of the Company, except as provided in the Warrant Agreement.
Prior to due presentment for registration of transfer hereof, the
Company may deem and treat the Holder as the absolute owner hereof and of each
Warrant represented hereby (notwithstanding any notations of ownership or
writing hereon made by anyone other than a duly authorized officer of the
Company) for all purposes and shall not be affected by any notice to the
contrary.
This Warrant Certificate shall be governed by and construed in
accordance with the laws of the State of New York.
IN WITNESS WHEREOF, the Company has caused this Warrant Certificate
to be duly executed, manually or in facsimile by two of its officers thereunto
duly authorized and a facsimile of its corporate seal to be imprinted hereon.
DYNAMICWEB ENTERPRISES, INC.
By:
----------------------------------------
Xxxxxx X. Xxxxxxxxxx, Xx.
Chief Executive Officer
Dated: December , 1999
SUBSCRIPTION FORM
To Be Executed by the Holder
in Order to Exercise Warrants
The undersigned Holder hereby irrevocably elects to exercise
Warrants represented by this Warrant Certificate, and to purchase the securities
issuable upon the exercise of such Warrants, and requests that certificates for
such securities shall be issued in the name of
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER
______________________
______________________
______________________
______________________
[please print or type name and address]
and be delivered to
______________________
______________________
______________________
______________________
[please print or type name and address]
and if such number of Warrants shall not be all the Warrants evidenced by this
Warrant Certificate, that a new Warrant Certificate for the balance of such
Warrants be registered in the name of, and delivered to, the Holder at the
address stated below.
Dated:________________________
X_____________________________
________________________
________________________
Address
_____________________
Taxpayer Identification Number
______________________________
Signature Guaranteed
ASSIGNMENT
To Be Executed by the Holder
in Order to Assign Warrants
FOR VALUE RECEIVED, ____________________ hereby sells, assigns and transfers
unto
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER
______________________
______________________
______________________
______________________
[please print or type name and address]
_________________________ of the Warrants represented by this Warrant
Certificate, and hereby irrevocably constitutes and appoints ___________________
_________________Attorney to transfer this Warrant Certificate on the books of
the Company, with full power of substitution in the premises.
Dated:________________________
X_____________________________
Signature Guaranteed
______________________________
THE SIGNATURE TO THE ASSIGNMENT OR THE SUBSCRIPTION FORM MUST CORRESPOND TO THE
NAME AS WRITTEN UPON THE FACE OF THIS WARRANT CERTIFICATE IN EVERY PARTICULAR,
WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND MUST BE
GUARANTEED BY A COMMERCIAL BANK OR TRUST COMPANY OR A MEMBER FIRM OF THE
AMERICAN STOCK EXCHANGE, NEW YORK STOCK EXCHANGE, PACIFIC STOCK EXCHANGE OR
MIDWEST STOCK EXCHANGE.
