BUSINESS DEVELOPMENT AGREEMENT
This Business Development Agreement (the "Agreement") is dated May 7, 1999,
by and between xxxxxxxx.xxx, Inc. ("xxxxxxxx.xxx) and Southwest Business
Corp. ("SWBC").
RECITALS
1. xxxxxxxx.xxx, a corporation in the business of Electronic Xxxx Presentment
and Payment ("EBPP"), desires to increase its sales force and sales
channels with the assistance of SWBC pursuant to the terms and conditions
set forth in this Agreement.
2. SWBC, a corporation with an established business base, sales force and
sales channels, desires to assist xxxxxxxx.xxx in increasing its sales
force and sales channels pursuant to the terms and conditions set forth in
this Agreement.
AGREEMENT
1. SERVICES PROVIDED BY SWBC:
a. Support xxxxxxxx.xxx in its business development of EBPP.
b. Provide leads and sales opportunities through SWBC's customer base
and contacts.
c. Supply sales and marketing personnel at training to be provided
by xxxxxxxx.xxx at reasonably scheduled times and intervals.
d. Provide monthly status report to xxxxxxxx.xxx regarding current
business developments.
e. Supervise and implement the Independent Sales Agreement, in the form of
Exhibit A, attached hereto and incorporated herein. SWBC will be the
Agent in the Independent Sales Agreement and will implement the
agreement through its sales force.
2. COMPENSATION FOR SWBC SERVICES:
xxxxxxxx.xxx shall issue to SWBC a stock warrant to purchase 250,000
shares of xxxxxxxx.xxx common stock at the closing price on May 7, 1999.
The term of the warrant shall be three (3) years. The warrant shall be
non-transferable. The Warrant will be in the form of Exhibit B,
incorporated herein by reference.
The shares of xxxxxxxx.xxx common stock underlying the warrant shall vest
and be exercisable depending on the number and size of billing customers
secured by SWBC, and depending on whether such billing customers are
secured in the 1999, 2000 or 2001-2002. The option to purchase the shares
shall vest and be exercisable according to the following schedule:
Options vested/ea new customer
# bills/mo ----------------------------------
from to 1999 2000 2001 FF
----------------------------------
50,000 150,000 1000 800 400
151,000 500,000 2000 1600 800
500,001 1,000,000 3000 2400 1200
1,000,001 2,000,000 6000 4800 2400
Examples of various hypothetical vesting schedules are set forth in
Exhibit C.
The minimum acceptable terms for a xxxxxx agreement will include a three
(3) year term, a minimum $10,000 implementation fee, and a minimum of
50,000 paper bills per month. A sample Internet Billing Services Agreement
is attached hereto as Exhibit D.
3. ADDITIONAL BONUS COMPENSATION:
In the event SWBC earns vesting rights to all of the 250,000 shares of the
warrant before December 31, 1999, then xxxxxxxx.xxx will issue a second
warrant to SWBC in the amount of 250,000 shares. This second warrant will
be issued on terms similar to the first warrant and will have an exercise
price at the then-current fair market value of xxxxxxxx.xxx's common
stock.
In the event SWBC earns vesting rights to all of the 250,000 shares of the
first warrant before December 31, 2000, then xxxxxxxx.xxx will issue a
second warrant to SWBC in the amount of 125,000 shares. This second
warrant will be issued on terms similar to the first warrant and will have
an exercise price at the then-current fair market value of xxxxxxxx.xxx's
common stock.
4. NO WARRANTIES: XXXXXXXX.XXX MAKES NO WARRANTY, EXPRESS OR IMPLIED, WITH
RESPECT TO THE SERVICES PROVIDED HEREUNDER OR PURSUANT TO THE INTERNET
BILLING SERVICES AGREEMENT AND EXPRESSLY DISCLAIMS ANY WARRANTY OF
MERCHANTABILITY, DESCRIPTION OR FITNESS FOR ANY PARTICULAR PURPOSE OR
FUNCTION.
5. WAIVER OF LIABILITY: SWBC agrees that xxxxxxxx.xxx shall in no event be
liable for any loss, expense or damage for (i) loss of revenue, profits,
savings, business or goodwill, and (ii) exemplary, proximate,
consequential, or incidental damages and expenses of any type or nature on
account of any breach or default hereunder by xxxxxxxx.xxx or on account
of the use or non-use of Internet billing services by customers.
6. Indemnity: SWBC shall indemnify and hold harmless xxxxxxxx.xxx, its
stockholders, officers, directors, employees and agents from any and all
loss, cost, damage, expense or liability, including, without limitation,
court costs and reasonable attorneys' fees arising out of, in whole or in
part, directly or indirectly, claims made by third parties arising out of
this Agreement, except when caused by the negligence or gross negligence
of xxxxxxxx.xxx or the violation of any applicable law or governmental
regulation by xxxxxxxx.xxx.
Xxxxxxxx.xxx shall indemnify and hold harmless SWBC, its stockholders,
officers, directors, employees and agents from any and all loss, cost,
damage, expense or liability, including, without limitation, court costs
and reasonable attorneys' fees arising out of, in whole or in part,
directly or indirectly, claims made by third parties arising out of this
Agreement, except when caused by the negligence or gross negligence of
SWBC or the violation of any applicable law or governmental regulation by
SWBC.
7. LEGAL COMPLIANCE: This Agreement is made expressly subject to all present
and future valid orders and regulations of any regulatory body having
jurisdiction over the subject matter hereof and to the laws of the United
States of America, any of its states, or any foreign governmental agency
having jurisdiction. In the event this Agreement, or any of its
provisions, shall be found contrary to or in conflict with any such order,
rule, regulation or law, this Agreement shall be deemed modified to the
extent necessary to comply with any such order, rule, regulation or law
and shall be modified in such a way as is consistent with the form, intent
and purpose of this Agreement.
8. NO AGENCY: Except as provided in this Agreement, neither party is
authorized to act as an agent for, or legal representative of, the other
party and neither party shall have the authority to assume or create any
obligation on behalf of, in the name of, or binding upon the other party.
9. NO WAIVER: The failure of either party to enforce or insist upon
compliance with any of the provisions of this Agreement or the waiver
thereof, in any instance, shall not be construed as a general waiver or
relinquishment of any other provision of this Agreement.
10. BINDING EFFECT: This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective heirs, successors and
assigns. Neither party shall voluntarily or by operation of law assign,
transfer, license, or otherwise transfer all or any part of its right,
duties or other interests in this Agreement or the proceeds thereof
(collectively, "Assignment"), without the other party's prior written
consent, which consent shall not be unreasonably withheld or delayed. Any
attempt to make an Assignment in violation of this provision shall be null
and void. SWBC shall provide written notice to xxxxxxxx.xxx of any
material change in ownership of SWBC. SWBC's failure to comply with the
assignment provisions, as contained in this paragraph, shall give
xxxxxxxx.xxx, at its sole discretion, the option to either accept SWBC's
assignee or terminate this Agreement. No assignment shall release SWBC of
its obligations hereunder.
11. AMENDMENT: This Agreement may not be amended except by an instrument in
writing, executed by the parties. No modification or amendment hereto
shall be effected by the acknowledgement or acceptance by either party of
any purchaser order, sales acknowledgment or other similar form from the
other party.
12. ENTIRE AGREEMENT: This Agreement (including its exhibits) supersedes and
merges all prior agreements, promises, understandings, statements,
representations, warranties, indemnities and covenants and all inducements
to the making of this Agreement relied upon by either party herein,
whether written or oral, and embodies the parties' complete and entire
agreement with respect to the subject matter hereof. No statement or
agreement, oral or written, made before the execution of this Agreement
shall vary or modify the written terms hereof in any way whatsoever.
13. INTERPRETATION: This Agreement shall be construed in accordance with its
fair meaning and not for or against either party on account of which party
drafted this Agreement.
14. THIRD PARTY BENEFICIARIES: This Agreement has been made and is made solely
for the benefit of the xxxxxxxx.xxx and SWBC, and their respective
successors and permitted assigns. Nothing in this Agreement is intended to
confer any rights/remedies under or by reason of this Agreement on any
third party.
15. SEVERABILITY: If any term or provision of this Agreement is determined to
be illegal, unenforceable, or invalid in whole or in part for any reason,
such illegal, unenforceable, or invalid provisions or part(s) thereof
shall be stricken from this Agreement and such provision shall not affect
the legality, enforceability, or validity of the remainder of this
Agreement. If any provision or part thereof of this Agreement is stricken
in accordance with the provisions of this section, then the stricken
provision shall be replaced, to the extent possible, with a legal,
enforceable, and valid provision that is as similar in tenor to the
stricken provision as is legally possible.
16. REPRESENTATION OF AUTHORITY: Each party represents and warrants to the
other that the execution and delivery of this Agreement and the
performance of such party's obligations hereunder have been duly
authorized and that the Agreement is a valid and legal agreement binding
on such parties and enforceable in accordance with its terms.
17. FURTHER ASSURANCES: The parties shall at their own cost and expense
execute and deliver such further documents and instruments and shall take
such other actions as may be reasonably required or appropriate to carry
out the intent and purposes of this Agreement.
18. GOVERNING LAW, VENUE AND ATTORNEYS' FEES: This Agreement shall be in all
respects governed by and construed and enforced in accordance with the
laws of the State of Texas, including all matters of construction,
validity and performance. Any action to enforce or interpret the terms of
this Agreement shall be instituted and maintained in the District Courts
of Bexar County, Texas. SWBC hereby consents to the jurisdiction of such
court and waives any objections to such jurisdiction. In any action or
proceeding arising out of this Agreement, the party prevailing in such
action shall be entitled to recover its reasonable attorneys' fees and
costs.
19. COUNTERPARTS: This Agreement may be executed in several counterparts, each
of which shall constitute an original, but all of which shall constitute
one and the same instrument.
20. NOTICES: All notices, demands, requests and other communications required
or permitted hereunder shall be in writing and shall be deemed to be
delivered when actually received, or, if earlier and regardless of whether
actually received on the day following the date of mailing, first class
mail, duly addressed and with proper postage to the last known place of
business of either party.
21. CONFIDENTIAL INFORMATION: As used herein, "Confidential Information" shall
mean (a) proprietary information, (b) information marked or designated as
confidential, (c) information otherwise disclosed in a manner consistent
with its confidential nature, (d) information of one party, whether or not
in written form and whether or not designated as confidential, that is
known or should reasonably be known by the other party as being treated as
confidential, and (e) information submitted by one party to the second
party where the second party knows or reasonably should know that the
first party is obligated to keep the information confidential. The parties
hereto expressly recognize and acknowledge that, as a result of the
provision of the services pursuant to this Agreement, Confidential
Information which may be proprietary to each party must or may be
disclosed to the other. Each party hereby agrees that it will make no
disclosure of Confidential Information provided under this Agreement
without the prior written consent of the other party. Additionally, each
party shall restrict disclosure of said information to its own employees,
agents or independent contractors to whom disclosure is necessary and who
have agreed to be bound by the obligations of confidentiality hereunder.
Such employees, agents or independent contractors shall use reasonable
care, but not less care than they use with respect to their own
information of like character, to prevent disclosure of any Confidential
Information. Nothing contained in this Agreement shall be considered as
granting or conferring rights by license or otherwise in any Confidential
Information disclosed.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year first written above.
XXXXXXXX.XXX, INC. SOUTHWESTERN BUSINESS CORP.
BY:/s/ XXXXXXX X. XXXX BY: /s/ XXXX XXXXXX
NAME: Xxxxxxx X. Xxxx NAME: Xxxx Xxxxxx
TITLE: Chief Executive Officer TITLE: President
EXHIBIT A
INDEPENDENT SALES AGENT AGREEMENT
This agreement is made on ___________________ by and between Southwest Business
Corp., Independent Sales Agent (hereinafter referred to as Agent) located at
0000 Xxx Xxxxx Xxx., Xxx Xxxxxxx, XX 00000 and xxxxxxxx.xxx, Inc., a Nevada
corporation with offices at 00000 Xxx Xxxxx Xxx., Xxxxx 000, Xxx Xxxxxxx, XX
00000 (hereinafter referred to as billserv) under the following provisions. This
replaces any prior Independent Contractor or Sales Agent Agreement. The Agent
agrees to contract for services as an Independent Sales Agent to billserv as
follows:
1. GENERAL
1.1 THE AGENT WILL:
o Be responsible for payment of any federal and state payroll and
self-employment taxes attributable to payments received for
services performed for billserv and will not be considered an
employee for federal or state payroll tax purposes.
o Be responsible for payment and provide certificate of all
necessary insurance.
o Not work under any supervision by billserv and will set its own
work hours and routine.
o Provide its own materials, tools, and equipment, and will expect
no reimbursement for any out-of-pocket expenses incurred in the
performance of services, unless authorized in writing by special
prior arrangement for specific sales and marketing tasks.
1.2 INVOLVEMENT
o Level One - Agent agrees to remain involved with the new customers
following contract signing through the final implementation of the
initially contracted work effort. The intent of this is to ensure that
customer satisfaction is maintained at the highest possible level through
high quality communication. The Agent will attend and participate in all
project status meetings and key presentations.
o Level Two - Agent will have no regular involvement with the new customers
following contract signing through the final implementation of the
initially contracted work effort. The Agent will attend and participate in
some meetings and presentations if requested by billserv or the customer.
1.3 RECORD KEEPING. Agent will record a prospect form, which will be
completed for each new prospective customer. (See Attachment A). The
form will be completed by Agent and forwarded to billserv for
acceptance. The accepted copy of the form will be returned to Agent
within 15 business days. If the prospective customer is one that is
currently engaged with billserv, Agent will be notified and no
commission will be paid to the Agent for that customer. The Agent
involvement level (one or two) will be noted on the Prospect Form.
1.4 BILLSERV WILL:
o Keep Agent apprised of all project status meetings and
presentations as referenced in section 1.2 and will not withhold
information regarding any contract with which Agent is involved.
o Forward to Agent copies of all relevant invoices, documents, and
correspondence sent to customer.
2. PAYMENT AND TERMS
2.1 COMMISSION. Payment will be made at a rate of four-percent (4%) of the
Gross Margin on billserv Service Fees charged to a customer that was
the direct result of Agent's Level One involvement. Payment will be
made at a rate of two-percent (2%) of the Gross Margin on billserv
Service Fees charged to a customer that was the direct result of
Agent's Level Two involvement. Any subsequent sales between billserv
and customer shall not require a payment to the Agent unless the Agent
has a Level One or Level Two involvement directly resulting in the
subsequent sale other than the initial involvement. Commission will be
paid within 30 days after the end of the month for which there was
eligible receipts.
2.2 TERM. The initial term of this agreement shall be for one year
commencing on the date first set forth above. Thereafter, renewal of
the term of this agreement will be automatic unless written notice of
the termination is received by either party at least 30 days prior to
expiration. This agreement shall continue in effect as set forth
herein unless otherwise modified or terminated.
2.3 TERMINATION. Either party may terminate this agreement with or without
cause upon 30 days prior written notice without liability of any kind
to the other party. If the agreement is so terminated, all commissions
otherwise due to Agent will be paid to Agent for a period of twelve
(12) months from the termination date.
xxxxxxxx.xxx may terminate this agreement immediately without
liability if Agent engages in any act which xxxxxxxx.xxx determines to
be unethical, defamatory or subversive to xxxxxxxx.xxx.
3. GENERAL PROVISIONS
3.1 TRADEMARKS AND TRADE NAMES. The Agent is hereby granted permission to
use, during the term of this agreement, the trademarks and trade names
used by billserv in the connection with the services covered by this
agreement. Such permission is expressly limited to uses by the Agent
necessary to the performance of the Agent's obligations under this
agreement. The Agent hereby acknowledges billserv's exclusive
ownership of such marks and names. Reproductions of the billserv
trademarks, logos, symbols, etc., shall be true photographic
reproductions.
3.2 LABELS. The Agent will not remove, make or permit any alterations in
any labels or other identifying markings placed by billserv on any of
its services covered by this agreement.
3.3 NO JOINT VENTURE. This agreement is not intended to create, nor shall
it be construed as, a joint venture, association, partnership,
franchise or other form of business or relationship. Neither party
shall have nor hold itself out as having any right or power or
authority to assume, create, or incur any expense, liability or
obligation, expressed or implied, on behalf of the other party, except
as expressly provided herein.
NON-DISCLOSURE OF INFORMATION
3.4 CONFIDENTIALITY. Any document, customer information or other
information disclosed by one party to the other that the disclosing
party considers proprietary, as defined by a non-disclosure agreement,
shall not be disclosed without prior written agreement by the
disclosing party. Such information may include, but is not limited to,
engineering, hardware, software, or other information that is not
generally know relating to the products and/or services, and other
information concerning financial, accounting or marketing reports,
analysis, forecasts, predictions or projections relating to the
products and services and/or the business of either billserv or the
Agent.
3.5 DISCLOSURE OF INFORMATION. In the event a party to whom information
has been disclosed proposes to disclose that information to an outside
Agent or agent, it shall obtain the consent of the party from whom the
information was originally received and arrange for the execution by
the Agent or agent of a nondisclosure agreement which has been
approved by the party from whom the information was originally
received. Such approval shall not be unreasonably withheld.
3.6 RETURN OF INFORMATION. The information shall be deemed the property of
the disclosing party and, upon request or by termination of this
agreement, the other party will return all information that is in
tangible form to the disclosing party.
3.7 DISCLOSURE TO AGENTS. Except as specifically provided in this
agreement, the parties agree not to provide information to any of
their affiliated companies, without the prior written consent of the
party disclosing the information.
3.8 SURVIVAL. The obligations of the parties relative to the protection,
disclosure, and return and/or destruction of proprietary information,
shall survive and continue beyond the expiration of the agreement for
a period of three (3) years.
Agent xxxxxxxx.xxx, Inc.
/s/ XXXX XXXXXX /s/ XXXXXXX X. XXXX
Authorized Signature Authorized Signature
Xxxx Xxxxxx, President Xxxxxxx X. Xxxx, CEO
Printed Name & Title Printed Name & Title
5/2/99 May 7, 1999
Date Date
Attachment A
PROSPECT FORM
Customer: [ ] New [ ] Update [ ] Extension Prospect Form Date:____________
Prospect No: __________________
Company Name: __________________________________________________________
Contact Person: ________________________________________________________
Company Address: _______________________________________________________
_______________________________________________________
_______________________________________________________
Company Phone: ___________________ Contact Person Phone: ___________________
Fax: ____________________________ Email: ______________________
Prospect Needs Specifications: ______________________________________________
_____________________________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________
Probability of Sale: ________% Estimated Date of Contract Signing: _________
Expected Involvement Level: [ ] One [ ] Two
Submitted by: Accepted by:
____________________________________ xxxxxxxx.xxx, Inc.
Agent
____________________________________ ___________________________________
Signed by Signed by
____________________________________ ___________________________________
Print Name & Title Print Name & Title
____________________________________ ___________________________________
Date Date
_____________________________________________________________________________
billserv Comments:___________________________________________________________
_____________________________________________________________________________
This form shall remain in force for a period of 180 days from date of signing. A
new form must be submitted to apply for an extension.
EXHIBIT B
NEITHER THIS WARRANT NOR ANY SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE
OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT") OR QUALIFIED UNDER APPLICABLE STATE SECURITIES
LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT
MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE
ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AND QUALIFICATION IN EFFECT WITH
RESPECT THERETO UNDER THE SECURITIES ACT AND UNDER ANY APPLICABLE STATE
SECURITIES LAW OR AN OPINION OF xxxxxxxx.xxx Inc.'s COUNSEL THAT SUCH
REGISTRATION AND QUALIFICATION IS NOT REQUIRED UNDER APPLICABLE FEDERAL AND
STATE SECURITIES LAWS OR AN EXEMPTION THEREFROM.
NOTWITHSTANDING THE FOREGOING, THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT
ARE SUBJECT TO THE REGISTRATION RIGHTS SET FORTH IN THAT CERTAIN SUBSCRIPTION
AND PURCHASE AGREEMENT BETWEEN THE HOLDER HEREOF AND THE COMPANY, A COPY OF
WHICH IS ON FILE AT THE COMPANY'S PRINCIPAL EXECUTIVE OFFICE.
xxxxxxxx.xxx, Inc.
STOCK PURCHASE WARRANT
COMMON STOCK
Warrant No. ______________ No. of Shares to be
Determined at Exercise
This certifies that, for value received,
---------------------
is entitled, subject to the terms and conditions hereinafter set forth, to
purchase shares of common stock ("Common Stock"), par value $0.001 per share, of
xxxxxxxx.xxx, Inc., a Nevada corporation, and its successors or assigns (the
"Company"), such number of shares being subject to adjustment upon the
occurrence of the contingencies set forth in this Warrant. The purchase price
payable upon the exercise of this Warrant shall be fixed in accordance with and
subject to adjustments upon the occurrence of the contingencies set forth in
this Warrant (the "Warrant Price").
Upon delivery of this Warrant duly executed, together with payment of the
Warrant Price, at the principal office of the Company at 00000 Xxx Xxxxx Xxx.,
Xxxxx 000, Xxx Xxxxxxx, Xxxxx 000000, or at such other address as the Company
may designate by notice in writing to the holder hereof, the holder of this
Warrant shall be entitled to receive a certificate or certificates for the
shares of Common Stock so purchased. All shares of Common Stock which may be
issued upon the exercise of this Warrant have been duly authorized and reserved
for issuance, and will, upon such issuance, be fully paid and nonassessable and
free from all taxes, liens and charges with respect thereto.
This Warrant is subject to the following terms and conditions:
1. EXERCISE OF WARRANT. Subject to the terms of the Business Development
Agreement by and between xxxxxxxx.xxx and Southwest Business Corp. dated May __,
1999, this Warrant may be exercised at any time within three (3) years after the
Common Stock or any other securities of the Company are offered in any way for
sale to the public on any recognized market for the sale of such securities. In
case of any partial exercise of this Warrant, the Company shall execute and
deliver a new Warrant of like tenor and date for the balance of the shares of
Common Stock purchasable hereunder.
2. THE WARRANT PRICE. The purchase price payable upon exercise of this
Warrant shall be any amount up to Two Million Five HundredThousand and No/100
Dollars ($2,500,000.00) to be applied per share at one
hundred and ten percent (110%) of the price per share at which the Common Stock
is initially offered upon the recognized market described in paragraph 1 above.
3. REORGANIZATION, RECLASSIFICATION, CONSOLIDATION OR MERGER. If at any
time while this Warrant is outstanding there shall be any reorganization or
reclassification of the Common Stock of the Company, or any consolidation or
merger of the Company with another corporation, the holder of this Warrant shall
thereafter be entitled to receive, at the Holder's sole option, during the term
hereof and upon payment of the Warrant Price, the number of shares of stock or
other securities or property of the Company or of the successor corporation
resulting from such consolidation or merger, as the case may be, to which a
holder of the Common Stock of the Company, deliverable upon the exercise of this
Warrant, would have been entitled in connection with such reorganization,
reclassification, consolidation or merger; and in any such case, appropriate
adjustment (as determined by agreement of the holder and the Board of Directors
of the Company) shall be made in the application of the provisions herein set
forth with respect to the rights and interest thereafter of the holder of this
Warrant to the end that the provisions set forth herein (including the
adjustment of the Warrant Price and the number of shares issuable upon the
exercise of this Warrant) shall thereafter be applicable, as near as reasonably
may be, in relation to any shares or other property thereafter deliverable upon
the exercise hereof.
4. CHARGES, TAXES AND EXPENSES. The issuance of certificates for shares of
Common Stock upon any exercise of this Warrant shall be made without charge to
the holder hereof for any tax or other expense in respect of the issuance of
such certificates, all of which taxes and expenses shall be paid by the Company,
and such certificates shall be issued in the name of, or in such name or names
as may be directed by, the holder of this Warrant; provided, however, that in
the event that 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 an instrument of transfer in
form satisfactory to the Company, duly executed by the holder hereof in person
or by an attorney duly authorized in writing, and the holder shall pay all stock
transfer taxes payable upon issuance of such stock certificate.
5. CERTAIN OBLIGATIONS OF THE COMPANY. The Company agrees that it will
take any corporate action which may, in the opinion of its counsel, be necessary
in order that the Company may validly and legally issue fully paid and
nonassessable shares of Common Stock at the Warrant Price.
6. MISCELLANEOUS.
(a) The terms of this Warrant shall be binding upon and shall inure to the
benefit of any successors or assigns of the Company and of Southwest Business
Corp.
(b) No holder of this Warrant, as such, shall be entitled to vote or
receive dividends or be deemed to be a shareholder of the Company for any
purpose.
(c) This Warrant may be divided into separate Warrants covering one share
of the Common Stock or any whole multiple thereof, for the total number of
shares of Common Stock then subject to this Warrant at any time, or from time to
time, upon the request of the holder of this Warrant and the surrender of the
same to the Company for such purpose. Such subdivided Warrants shall be issued
promptly by the Company following any such request and shall be of the same form
and tenor as this Warrant, except for any requested change in the name of the
registered holder stated herein.
(d) Except as otherwise provided herein, this Warrant and all rights
hereunder are transferable by the holder hereof in person or by duly authorized
attorney on the books of the Company upon surrender of this Warrant, properly
endorsed, to the Company. The Company may deem and treat the registered holder
of this Warrant at any time as the absolute owner hereof for all purposes and
shall not be affected by any notice to the contrary.
11
IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by its duly
authorized officers and its corporate seal to be affixed hereto.
Dated: _______________________
__________________________________
ATTEST:
By:_______________________________
Name:_____________________________
______________________________
Secretary Title:______________________________
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EXHIBIT C
VARIOUS HYPOTHETICAL VESTING SCHEDULES
HYPOTHETICALS TO BE PROVIDED UNDER SEPARATE COVER
13
